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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Allbirds, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
01675A109
(CUSIP Number)
December 31, 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)
¨ Rule 13d-1(c)
x 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 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 (however, see the Notes).
(Continued on following pages)
Page 1 of 15 Pages
Exhibit Index Contained on Page 13
| CUSIP NO. 01675A109 | 13G | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maveron Equity Partners V, L.P. (“MEP V”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
| (a) ¨ (b) x | ||
| 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 11,587,344 shares, except that Maveron General Partner V LLC (“Maveron GP V”), the general partner of MEP V, may be deemed to have sole power to vote these shares, and Dan Levitan (“Levitan”), David Wu (“Wu”), Jason Stoffer (“Stoffer”), and Pete McCormick (“McCormick”), the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 11,587,344 shares, except that Maveron GP V, the general partner of MEP V, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 11,587,344 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 31.5%1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 11,587,344 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 7.9% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
| CUSIP NO. 01675A109 | 13G | Page 3 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maveron V Entrepreneurs’ Fund, L.P. (“Maveron-Entrepreneurs’”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
| (a) ¨ (b) x | ||
| 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 1,438,260 shares, except that Maveron GP V, the general partner of Maveron-Entrepreneurs’, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,438,260 shares, except that Maveron GP V, the general partner of Maveron-Entrepreneurs’, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,438,260 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.4%1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1 Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 1,438,260 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 1.0% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
CUSIP NO. 01675A109 |
13G | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MEP Associates V, L.P. (“Maveron-Associates”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
| (a) ¨ (b) x | ||
| 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 3,798,726 shares, except that Maveron GP V, the general partner of Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 3,798,726 shares, except that Maveron GP V, the general partner of Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,798,726 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 13.1% 1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 3,798,726 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 2.6% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
CUSIP NO. 01675A109 |
13G | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maveron General Partner V LLC (“Maveron GP V”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 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 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
16,824,330 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 40.1% 1 |
| 12 | TYPE OF REPORTING PERSON* | OO |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 16,824,330 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 11.5% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
CUSIP NO. 01675A109 |
13G | Page 6 of 15 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dan Levitan (“Levitan”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER. 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
16,824,330 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 40.1% 1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 16,824,330 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 11.5% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
CUSIP NO. 01675A109 |
13G | Page 7 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Wu (“Wu”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PER SON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER. 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
16,824,330 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 40.1%1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 16,824,330 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 11.5% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
| CUSIP NO. 01675A109 | 13G | Page 8 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jason Stoffer (“Stoffer”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER. 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 16,824,330 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 40.1%1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 16,824,330 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 11.5% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
| CUSIP NO. 01675A109 | 13G | Page 9 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pete McCormick |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER. 16,824,330 shares, of which 11,587,344 are directly owned by MEP V, 1,438,260 are directly owned by Maveron-Entrepreneurs’, and 3,798,726 are directly owned by Maveron-Associates. Maveron GP V, the general partner of MEP V, Maveron-Entrepreneurs’, and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Wu, Stoffer, and McCormick, the managing members of Maveron GP V, may be deemed to have shared power to dispose of these shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 16,824,330 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 40.1%1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1Based on 25,162,870 shares outstanding as of November 30, 2021, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021. The shares of the Reporting Person include 16,824,330 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1, and represent 11.5% of the issuer’s outstanding Common Stock, based on a total of 146,846,415 outstanding shares as of November 30, 2021, which represents 25,162,870 shares of Class A Common Stock and 121,683,545 shares of Class B Common Stock, assuming the conversion of all Class B Common Stock into Class A Common Stock.
| CUSIP NO. 01675A109 | 13G | Page 10 of 15 |
| ITEM 1(A). | NAME OF ISSUER Allbirds, Inc. (the “Issuer”) |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 730 Montgomery Street |
San Francisco, California 94111
| ITEM 2(A). | NAME OF PERSONS FILING This Schedule 13G is filed by Maveron Equity Partners V, L.P., a Delaware limited partnership (“MEP V”), Maveron V Entrepreneurs’ Fund, L.P., a Delaware limited partnership (“Maveron-Entrepreneurs’”), MEP Associates V, L.P., a Delaware limited partnership (“Maveron-Associates”), Maveron General Partner V LLC, a Delaware limited liability company (“Maveron GP V”), and Dan Levitan (“Levitan”), David Wu (“Wu”), Jason Stoffer (“Stoffer”), and Pete McCormick (“McCormick”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
Maveron GP V is the general partner of MEP V, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by MEP V, Maveron-Entrepreneurs’ and Maveron-Associates. Levitan, Wu, McCormick and Stoffer are the managing members of Maveron GP V, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by MEP V, Maveron-Entrepreneurs’ and Maveron-Associates.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
411 First Avenue South
Suite 600
Seattle, Washington 98104
| ITEM 2(C) | CITIZENSHIP See Row 4 of cover page for each Reporting Person. |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Class A Common Stock
| ITEM 2(E). | CUSIP NUMBER 01675A109 |
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021. |
| CUSIP NO. 01675A109 | 13G | Page 11 of 15 |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Under certain circumstances set forth in the limited partnership agreements of MEP V, Maveron-Entrepreneurs’ and Maveron-Associates, and the limited liability company agreement of Maveron GP V, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. |
| 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. Not applicable. |
| CUSIP NO. 01675A109 | 13G | Page 12 of 15 |
SIGNATURES
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.
| Date: February 9, 2022 | |
| MAVERON EQUITY PARTNERS V, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON V ENTREPRENEURS’ FUND, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MEP ASSOCIATES V, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON GENERAL PARTNER V LLC | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Managing Member | |
| DAN LEVITAN | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| DAVID WU | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| JASON STOFFER | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| PETE MCCORMICK | /s/ Pete McCormick |
| Signature | |
| CUSIP NO. 01675A109 | 13G | Page 13 of 15 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 14 |
| Exhibit B: Power of Attorney | 15 |
| CUSIP NO. 01675A109 | 13G | Page 14 of 15 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Allbirds, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
| Date: February 9, 2022 | |
| MAVERON EQUITY PARTNERS V, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON V ENTREPRENEURS’ FUND, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MEP ASSOCIATES V, L.P. | /s/ Pete McCormick |
| By Maveron General Partner V LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON GENERAL PARTNER V LLC | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Managing Member | |
| DAN LEVITAN | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| DAVID WU | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| JASON STOFFER | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| PETE MCCORMICK | /s/ Pete McCormick |
| Signature | |
| CUSIP NO. 01675A109 | 13G | Page 15 of 15 |
EXHIBIT B
Power of Attorney
Pete McCormick has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.