Sec Form 13D Filing - Institutional Venture Partners XIII L.P. filing for Inspirato Inc (ISPO) - 2023-06-20

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 1)*

 

Inspirato Incorporated

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

88332T209

(CUSIP Number)

 

Tracy Hogan

Institutional Venture Partners XIII, L.P.

3000 Sand Hill Road, Building 2, Suite 250

Menlo Park, CA 94025

(650) 854-0132

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 16, 2023

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

* 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 disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Institutional Venture Partners XIII, L.P.

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

PN

                 

(1)This Schedule 13D is filed by Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional Venture Management XIII, LLC (“IVM XIII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), and Dennis B. Phelps (“Phelps” and, collectively, with IVP XIII, IVM XIII, Chaffee, Fogelsong, Harrick and Miller, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Institutional Venture Management XIII, LLC

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

OO

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Todd C. Chaffee

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

IN

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Norman A. Fogelsong

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

IN

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 < /p>

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Stephen J. Harrick

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

IN

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

J. Sanford Miller

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

IN

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209

1.  

Names of Reporting Person

Dennis B. Phelps

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO (See Item 3)

5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

6.  

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7.

Sole Voting Power

0

8.

Shared Voting Power

9,991,301 shares of Class A common stock (2)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,991,301 shares of Class A common stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

9,991,301 shares of Class A common stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

13.  

Percent of Class Represented by Amount in Row 11

14.8% (3)

14.  

Type of Reporting Person (See Instructions)

IN

                 

(1)This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.

 

(3)The percentage is based on 67,339,642 shares of Class A common stock outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.

 

 

 

 

CUSIP No. 88332T209       13D

 

Explanatory Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2022 (the “Original Schedule 13D”) filed on behalf of Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional Venture Management XIII, LLC (“IVM XIII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” and, collectively, with IVP XIII, IVM XIII, Chaffee, Fogelsong, Harrick and Miller, the “Reporting Persons”), relates to the Class A common stock, par value $0.0001 per share (“Common Stock”), of Inspirato Incorporated, a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report open market sales of Common Stock. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Item 5 below.

 

The Original Schedule 13D is hereby amended to the extent hereinafter expressly set forth and, except as amended hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)See responses to Item 13 on the cover pages of this fili ng, which are incorporated herein by reference.

 

(b)See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference.

 

(c)The transactions in Common Stock by the Reporting Persons during the past sixty days are set forth on Schedule A and are incorporated herein by reference.

 

(d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Common Stock beneficially owned by any of the Reporting Persons.

 

(e)Not applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

June 20, 2023

 

INSTITUTIONAL VENTURE PARTNERS XIII, L.P. 
  
By: Institutional Venture Management XIII, LLC 
Its: General Partner 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in- Fact 

 

INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in- Fact 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in-Fact for J. Sanford Miller 
   
By:/s/ Tracy Hogan 
 Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps 

 

 

 

 

SCHEDULE A

 

Transactions in Common Stock During the Past Sixty Days

 

Institutional Venture Partners XIII, L.P.

 

Nature of the Transaction  Amount of Securities
Purchased/Sold		   Weighted
Average
Price ($)		   Date of
Purchase/Sale		   Low Price
($)		   High Price
($)		 
Sale of Common Stock   34,500   $0.98    05/12/23   $0.95   $1.03 
Sale of Common Stock   70,416   $0.96    05/19/23   $0.95   $0.98 
Sale of Common Stock   58,089   $0.95    < /td>05/22/23   $0.95   $0.96 
Sale of Common Stock   76,831   $0.95    05/23/23   $0.95   $0.96 
Sale of Common Stock   12,442   $0.95    05/24/23   $0.95   $0.95 
Sale of Common Stock   3,440   $0.95    05/25/23   $0.95   $0.95 
Sale of Common Stock   224   $0.95    05/26/23   $0.95   $0.95 
Sale of Common Stock   721   $0.95    05/30/23   $0.95   $0.95 
Sale of Common Stock   64,627   $0.95    05/31/23   $0.95   $0.96 
Sale of Common Stock   232   $0.95    06/01/23   $0.95   $0.95 
Sale of Common Stock   60,022   $0.96    06/02/23   $0.95   $0.97 
Sale of Common Stock   112,248   $0.98    06/05/23   $0.95   $1.01 
Sale of Common Stock   2,908   $1.05    06/06/23   $1.05   $1.05 
Sale of Common Stock   53,978   $1.05    06/07/23   $1.05   $1.05 
Sale of Common Stock   8,124   $1.05    06/08/23   $1.05   $1.05 
Sale of Common Stock   63,948   $1.05    06/09/23   $1.05   $1.07 
Sale of Common Stock   9,822   $1.05    06/12/23   $1.05   $1.05 
Sale of Common Stock   21,620   $1.06    06/13/23   $1.05   $1.09 
Sale of Common Stock   5.808   $1.05    06/14/23   $1.05   $1.06 
Sale of Common Stock   5,771   $1.05    06/15/23   $1.05   $1.05 
Sale of Common Stock   55,207   $1.05    06/16/23   $1.05   $1.05 
Sale of Common Stock   4,179   $1.05    06/20/23   $1.05   $1.06