Sec Form 13G Filing - Heaney Mark S. filing for DTRT Health Acquisition Corp. (DTRT) - 2022-02-08

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out of 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 disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  DTRT Health Sponsor 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

  - 0 -

  SHARED VOTING POWER

  5,750,000 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  5,750,000 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,750,000 (1)(2)(3)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  20.0% (4)

  TYPE OF REPORTING PERSON

  OO

The securities are held directly by DTRT Health Sponsor LLC (the “Sponsor”). Mark Heaney is the sole manager of DTRT Health Sponsor Manager LLC, the manager of the Sponsor, and has voting and dispositive power over the securities held directly by the Sponsor. As a result, Mr. Heaney may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Heaney disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The Sponsor owns 5,750,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of DTRT Health Acquisition Corp. (the “Issuer”), which are convertible into shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Issuer, as described under the heading “Description of Securities—Common Stock—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-258742) (the “Registration Statement”).

Excludes 11,200,000 shares of Class A Common Stock issuable upon the exercise of 11,200,000 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the initial public offering and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Private Placement Warrants” in the Registration Statement.

Based on 23,000,000 shares of Class A Common Stock and 5,750,000 shares of Class B Common Stock outstanding as of November 15, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 15, 2021.

  NAME OF REPORTING PERSON

  Mark Heaney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

   - 0 -

  SHARED VOTING POWER

  5,750,000 (1)(2)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  5,750,000 (1)(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,750,000 (1)(2)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  20% (3)

  TYPE OF REPORTING PERSON

  IN

The securities are held directly by the Sponsor. Mark Heaney is the sole manager of DTRT Health Sponsor Manager LLC, the manager of the Sponsor, and has voting and dispositive power over the securities held directly by the Sponsor. As a result, Mr. Heaney may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Heaney disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Excludes 11,200,000 shares of Class A Common Stock issuable upon the exercise of 11,200,000 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the initial public offering and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Private Placement Warrants” in the Registration Statement.

Based on 23,000,000 shares of Class A Common Stock and 5,750,000 shares of Class B Common Stock outstanding as of November 15, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 15, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

DTRT Health Sponsor LLC

Mark Heaney

Address of Principal Business Office or, if none, Residence:

Citizenship:

Titles of Classes of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

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

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.