Sec Form 13G Filing - MILLENNIUM TECHNOLOGY VALUE PARTNERS II L.P. filing for Inspirato Inc (ISPO) - 2022-03-17

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Millennium Technology Value Partners II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  4,026,050 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  4,026,050 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4, 026,050 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.9% (3)

  TYPE OF REPORTING PERSON

  PN

Represents (i) 213,277 shares of Class A Common Stock and (ii) 3,812,773 Common Units of Inspirato, LLC held directly by Millennium Technology Value Partners II, L.P.

Common Units of Inspirato, LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis at the option of the holder (for which the Issuer may substitute cash). At the time of any such exchange, an equal number of shares of the Class V Common Stock of the Issuer held by the Reporting Persons, which have no economic value, are cancelled.

The percent of class was calculated based on (i) 46,931,885 shares of Class A Common Stock outstanding as of February 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2022, plus (ii) 3,812,773 Common Units of Inspirato, LLC (and the shares of the Issuer’s Class V Common Stock relating thereto) held by the Reporting Person as of February 11, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the Reporting Person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  Millennium Technology Value Partners II-A, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,795,639 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,795,639 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,795,639 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.8% (3)

  TYPE OF REPORTING PERSON

  PN

Represents (i) 1,771,668 shares of Class A Common Stock and (ii) 23,971 Common Units of Inspirato, LLC held directly by Millennium Technology Value Partners II-A, L.P.

Common Units of Inspirato, LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis at the option of the holder (for which the Issuer may substitute cash). At the time of any such exchange, an equal number of shares of the Class V Common Stock of the Issuer held by the Reporting Persons, which have no economic value, are cancelled.

The percent of class was calculated based on (i) 46,931,885 shares of Class A Common Stock outstanding as of February 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2022, plus (ii) 23,971 Common Units of Inspirato, LLC (and the shares of the Issuer’s Class V Common Stock relating thereto) held by the Reporting Person as of February 11, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the Reporting Person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  Millennium Technology Value Partners II GP, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,821,689 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,821,689 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,821,689 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  11.5% (3)

  TYPE OF REPORTING PERSON

  PN

Represents (i) 1,984,945 shares of Class A Common Stock and (ii) 3,836,744 Common Units of Inspirato, LLC held directly by Millennium Technology Value Partners II, L.P. and Millennium Technology Value Partners II-A, L.P.

Common Units of Inspirato, LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis at the option of the holder (for which the Issuer may substitute cash). At the time of any such exchange, an equal number of shares of the Class V Common Stock of the Issuer held by the Reporting Persons, which have no economic value, are cancelled.

The percent of class was calculated based on (i) 46,931,885 shares of Class A Common Stock outstanding as of February 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2022, plus (ii) 3,836,744 Common Units of Inspirato, LLC (and the shares of the Issuer’s Class V Common Stock relating thereto) held by the Reporting Person as of February 11, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the Reporting Person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  Millennium TVP II (UGP), LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,821,689 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,821,689 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,821,689 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  11.5% (3)

  TYPE OF REPORTING PERSON

  OO

Represents (i) 1,984,945 shares of Class A Common Stock and (ii) 3,836,744 Common Units of Inspirato, LLC held directly by Millennium Technology Value Partners II, L.P. and Millennium Technology Value Partners II-A, L.P.

Common Units of Inspirato, LLC are exchangeable for shares of the Issuer’s Cla ss A Common Stock on a one-for-one basis at the option of the holder (for which the Issuer may substitute cash). At the time of any such exchange, an equal number of shares of the Class V Common Stock of the Issuer held by the Reporting Persons, which have no economic value, are cancelled.

The percent of class was calculated based on (i) 46,931,885 shares of Class A Common Stock outstanding as of February 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2022, plus (ii) 3,836,744 Common Units of Inspirato, LLC (and the shares of the Issuer’s Class V Common Stock relating thereto) held by the Reporting Person as of February 11, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the Reporting Person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

  NAMES OF REPORTING PERSONS

  Samuel L. Schwerin

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,821,689 (1)(2)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  5,821,689 (1)(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,821,689 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  11.5% (3)

  TYPE OF REPORTING PERSON

  IN

Represents (i) 1,984,945 shares of Class A Common Stock and (ii) 3,836,744 Common Units of Inspirato, LLC held directly by Millennium Technology Value Partners II, L.P. and Millennium Technology Value Partners II-A, L.P.

Common Units of Inspirato, LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis at the option of the holder (for which the Issuer may substitute cash). At the time of any such exchange, an equal number of shares of the Class V Common Stock of the Issuer held by the Reporting Persons, which have no economic value, are cancelled.

The percent of class was calculated based on (i) 46,931,885 shares of Class A Common Stock outstanding as of February 11, 2022, as disclosed in the Issuer’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2022, plus (ii) 3,836,744 Common Units of Inspirato, LLC (and t he shares of the Issuer’s Class V Common Stock relating thereto) held by the Reporting Person as of February 11, 2022, which are treated as converted into Class A Common Stock only for the purpose of computing the Reporting Person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

1544 Wazee Street

Denver, Colorado 80202

(i) Millennium Technology Value Partners II, L.P. (“Millennium II”).

(ii)  Millennium Technology Value Partners II-A, L.P. (“Millennium II-A” and together with Millennium II, the “Millennium II Funds”).

(iii)  Millennium Technology Value Partners II GP, L.P. (“Millennium II GP”).

(iv) Millennium TVP II (UGP), LLC (“Millennium II UGP”).

(v)   Samuel L. Schwerin.

Millennium II GP is the general partner of the Millennium II Funds. Millennium II UGP is the general partner of Millennium II GP. Mr. Schwerin is the manager and sole equity holder of Millennium II UGP.

Each of the Millennium II Funds, Millennium II GP and Millennium II UGP are incorporated under the laws of Delaware. Mr. Schwerin is a citizen of the United States of America. The address of the principal office of the Reporting Persons is 60 East 42nd St., Ste. 2137, New York, NY 10165.

CUSIP Number:

45791E107

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Millennium II

Millennium II-A

Millennium II GP

Millennium II UGP

Samuel L. Schwerin

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).

Notice of Dissolution of Group.

Not applicable.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

/s/ Samuel L. Schwerin

Name: Samuel L. Schwerin

Title: Manager

/s/ Samuel L. Schwerin

Name: Samuel L. Schwerin

Title: Manager

/s/ Samuel L. Schwerin

Name: Samuel L. Schwerin

Title: Manager

/s/ Samuel L. Schwerin

Name: Samuel L. Schwerin

Title: Manager

/s/ Samuel L. Schwerin