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 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _)*
Katapult Holdings, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
485859 10 2
(CUSIP Number)
June 9, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | 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.
The information required in 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 (however, see the Notes).
| CUSIP No. 485859 10 2 | Page 2 of 9 |
| 1. |
Name of Reporting Persons
Blumberg Capital III, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
6,465,834 (2)(3) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
5,611,987 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,465,834 (2)(3) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
6.6% (4) |
| 12. |
Type of Reporting Person (See Instructions )
PN |
| (1) | This Schedule 13G is filed by Blumberg Capital III, L.P. (“BC III”), Blumberg Capital Management III, L.L.C. (“BCM III”) and David J. Blumberg (“Blumberg” and, together with BC III and BCM III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by BC III. BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III. |
| (3) | Includes 853,847 shares (the “Earnout Shares”), which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares. |
| (4) | The beneficial ownership percentage is based on a total of 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021. |
| CUSIP No. 485859 10 2 | Page 3 of 9 |
1. |
Name of Reporting Persons
Blumberg Capital Management III, L.L.C. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
6,465,834 (2)(3) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
5,611,987 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,465,834 (2)(3) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
6.6% (4) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held by BC III. BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.
(3) Includes 853,847 Earnout Shares, which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.
(4) The beneficial ownership percentage is based on a total of 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.
| CUSIP No. 485859 10 2 | Page 4 of 9 |
1. |
Name of Reporting Persons
David J. Blumberg |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
6,465,834 (2)(3) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
5,611,987 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,465,834 (2)(3) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
6.6% (4) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held by BC III. BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.
(3) Includes 853,847 Earnout shares, which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.
(4) The beneficial ownership percentage is based on a total of 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.
| CUSIP No. 485859 10 2 | Page 5 of 9 |
Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Katapult Holdings, Inc. (the “Issuer”).
| Item 1(a) | Name of Issuer |
Katapult Holdings, Inc.
| Item 1(b) | Address of Issuer's Principal Executive Offices |
5204 Tennyson Parkway, Suite 500
Plano, TX 75024
| Item 2(a) | Name of Person Filing |
Blumberg Capital III, L.P. (“BC III”)
Blumberg Capital Management III, L.L.C. (“BCM III”)
David J. Blumberg (“Blumberg”)
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
432 Bryant Street
San Francisco, CA 94107
| Item 2(c) | Citizenship |
| BC III - | Delaware | |
| BCM III - | Delaware | |
| Blumberg | United States of America |
| Item 2(d) | Title of Class of Securities |
Common Stock
| Item 2(e) | CUSIP Number |
485859 10 2
| Item 3 | Not applicable. |
| Item 4 | Ownership |
The following beneficial ownership information is presented as of December 31, 2021:
| Reporting Persons | Common Stock Held Directly (1) |
Shared Voting Power (2) |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (3) |
|||||||||||||||
| BC III | 6,465,834 | 6,465,834 | 5,611,987 | 6,465,834 | 6.6 | % | ||||||||||||||
| BCM III (4) | 0 | 6,465,834 | 5,611,987 | 6,465,834 | 6.6 | % | ||||||||||||||
| Blumberg (4) | 0 | 6,465,834 | 5,611,987 | 6,465,834 | 6.6 | % | ||||||||||||||
(1) Represents the number of shares held directly as of December 31, 2021.
(2) Includes 853,847 shares (the “Earnout Shares”), which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.
(3) The beneficial ownership percentage is based on a total of 158,638,068 shares of Common Stock outstanding as of November 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021.
(4) BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.
| CUSIP No. 485859 10 2 | Page 6 of 9 |
| Item 5 | 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6 | Ownership of More than Five Percent of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | 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.
| CUSIP No. 485859 10 2 | Page 7 of 9 |
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.
| February 14, 2022 | Blumberg Capital III, L.P. | |
| BY: Blumberg Capital Management III, L.L.C. | ||
| ITS: General Partner | ||
| By: | /s/ David J. Blumberg | |
| David J. Blumberg | ||
| Managing Member | ||
| Blumberg Capital Management III, L.L.C. | ||
| By: | /s/ David J. Blumberg | |
| David J. Blumberg | ||
| Managing Member | ||
| /s/ David J. Blumberg | ||
| DAVID J. BLUMBERG | ||
| CUSIP No. 485859 10 2 | Page 8 of 9 |
EXHIBIT INDEX
Exhibit No.
| 99.1 | Agreement pursuant to 13d-1(k)(1) among Blumberg Capital III, L.P., Blumberg Capital Management III, L.L.C. and David J. Blumberg |
| CUSIP No. 485859 10 2 | Page 9 of 9 |
AGREEMENT
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
| February 14, 2022 | Blumberg Capital III, L.P. | |
| BY: Blumberg Capital Management III, L.L.C. | ||
| ITS: General Partner | ||
| By: | /s/ David J. Blumberg | |
| David J. Blumberg | ||
| Managing Member | ||
| Blumberg Capital Management III, L.L.C. | ||
| By: | /s/ David J. Blumberg | |
| David J. Blumberg | ||
| Managing Member | ||
| /s/ David J. Blumberg | ||
| DAVID J. BLUMBERG | ||