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, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SmartRent, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001
par value per share
(Title of Class of Securities)
83193G 107
(CUSIP Number)
September 14, 2022
(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) |
☐ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting persons 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 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, as amended (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. 83193G 107 | 13G | Page 2 of 9 |
1 |
Names of reporting persons
Bain Capital Venture Fund 2019, L.P. | |||||
2 | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
0 shares of Class A Common Stock | ||||
6 | Shared voting power
9,164,712 shares of Class A Common Stock | |||||
7 | Sole dispositive power
0 shares of Class A Common Stock | |||||
8 | Shared dispositive power
9,164,712 shares of Class A Common Stock |
9 |
Aggregate amount beneficially owned by each reporting person
9,164,712 shares of Class A Common Stock | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
11 | Percent of class represented by amount in Row (9)
4.6% | |||||
12 | Type of reporting person
PN |
CUSIP No. 83193G 107 | 13G | Page 3 of 9 |
1 |
Names of reporting persons
BCIP Venture Associates II, L.P. | |||||
2 | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
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 shares of Class A Common Stock | ||||
6 | Shared voting power
932,362 shares of Class A Common Stock | |||||
7 | Sole dispositive power
0 shares of Class A Common Stock | |||||
8 | Shared dispositive power
932,362 shares of Class A Common Stock |
9 |
Aggregate amount beneficially owned by each reporting person
932,362 shares of Class A Common Stock | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
11 | Percent of class represented by amount in Row (9)
0.5% | |||||
12 | Type of reporting person
PN |
CUSIP No. 83193G 107 | 13G | Page 4 of 9 |
1 |
Names of reporting persons
BCIP Venture Associates II-B, LP | |||||
2 | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
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 shares of Class A Common Stock | ||||
6 | Shared voting power
75,749 shares of Class A Common Stock | |||||
7 | Sole dispositive power
0 shares of Class A Common Stock | |||||
8 | Shared dispositive power
75,749 shares of Class A Common Stock |
9 |
Aggregate amount beneficially owned by each reporting person
75,749 shares of Class A Common Stock | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
11 | Percent of class represented by amount in Row (9)
Less than 0.1% | |||||
12 | Type of reporting person
PN |
CUSIP No. 83193G 107 | 13G | Page 5 of 9 |
1 |
Names of reporting persons
BCV 2019-MD Primary, L.P. | |||||
2 | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
0 shares of Class A Common Stock | ||||
6 | Shared voting power
352,497 shares of Class A Common Stock | |||||
7 | Sole dispositive power
0 shares of Class A Common Stock | |||||
8 | Shared dispositive power
352,497 shares of Class A Common Stock |
9 |
Aggregate amount beneficially owned by each reporting person
352,497 shares of Class A Common Stock | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
11 | Percent of class represented by amount in Row (9)
0.2% | |||||
12 | Type of reporting person
PN |
CUSIP No. 83193G 107 | 13G | Page 6 of 9 |
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is SmartRent, Inc. (the Issuer).
Item 1(b). Address of Issuers Principal Executive Offices
The principal executive offices of the Issuer are located at 8665 E. Hartford Drive, Suite 200, Scottsdale, Arizona 85255.
Item 2(a). Name of Person Filing
This Schedule 13G is being filed jointly by Bain Capital Venture Fund 2019, L.P., a Cayman exempted limited partnership (BCV Fund 2019), BCIP Venture Associates II, L.P., a Delaware limited partnership (BCIP Venture II), BCIP Venture Associates II-B, LP, a Delaware limited partnership (BCIP Venture II-B), and BCV 2019-MD Primary, L.P., a Cayman exempted limited partnership (BCV MD Primary and, together with BCV Fund 2019, BCIP Venture II and BCIP Venture II-B, the Reporting Persons).
Bain Capital Venture Investors, LLC, a Delaware limited liability company (BCVI), is the manager of Bain Capital Venture Investors 2019, LLC, a Cayman limited liability company (BCV Investors 2019), which is the general partner of each of BCV Fund 2019 and BCV MD Primary.
Boylston Coinvestors, LLC, a Delaware limited liability company (Boylston), is the general partner of each of BCIP Venture II and BCIP Venture II-B.
The governance, investment strategy and decision-making process with respect to the investments held by the Reporting Persons is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal.
As a result, each of BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated September 16, 2022, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
Item 2(b). Address of Principal Business Office or, if None, Residence
The principal business address for each of the Reporting Persons, BCVI, BCV Investors 2019, Boylston and Messrs. Salem and Agarwal is 200 Clarendon Street, Boston, MA 02116.
Item 2(c). Citizenship
BCV Fund 2019, BCV MD Primary and BCV Investors 2019 are each organized under the laws of the Cayman Islands. BCIP Venture II, BCIP Venture II-B, BCVI and Boylston are each organized under the laws of the State of Delaware. Messrs. Salem and Agarwal are citizens of the United States.
Item 2(d). Title of Class of Securities
The class of securities of the Issuer to which this Schedule 13G relates is Class A Common Stock, $0.0001 par value per share (Class A Common Stock).
CUSIP No. 83193G 107 | 13G | Page 7 of 9 |
Item 2(e). CUSIP Number
The CUSIP number of the Class A Common Stock is 83193G 107.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a
(a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
(j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4. Ownership
(a) Amount beneficially owned:
As of the date hereof, BCV Fund 2019 holds 9,164,712 shares of Class A Common Stock, representing approximately 4.6% of the outstanding shares of Class A Common Stock, BCIP Venture II holds 932,362 shares of Class A Common Stock, representing approximately 0.5% of the outstanding shares of Class A Common Stock, BCIP Venture II-B holds 75,749 shares of Class A Common Stock, representing less than 0.1% of the outstanding shares of Class A Common Stock, and BCV MD Primary holds 352,497 shares of Class A Common Stock, representing approximately 0.2% of the outstanding shares of Class A Common Stock.
As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 10,525,320 shares of Class A Common Stock, representing approximately 5.3% of the outstanding shares of Class A Common Stock.
The percentage of the outstanding shares of Class A Common Stock held by the Reporting Persons is based on 197,737,577 shares of Class A Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission on August 11, 2022.
(b) Percent of class:
See Item 4(a) hereof.
(c) Number of shares as to which the person has:
CUSIP No. 83193G 107 | 13G | Page 8 of 9 |
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or direct the vote:
BCV Fund 2019 | 9,164,712 | |
BCIP Venture II | 932,362 | |
BCIP Venture II-B | 75,749 | |
BCV MD Primary | 352,497 |
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
BCV Fund 2019 | 9,164,712 | |
BCIP Venture II | 932,362 | |
BCIP Venture II-B | 75,749 | |
BCV MD Primary | 352,497 |
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
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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. Certifications
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. 83193G 107 | 13G | Page 9 of 9 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certif ies that the information in this statement is true, complete and correct.
Dated: September 16, 2022 | Bain Capital Venture Fund 2019, L.P. | |||||||
By: | Bain Capital Venture Investors 2019, LLC, its general partner | |||||||
By: | Bain Capital Venture Investors, LLC, its manager | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Managing Director | |||||||
BCIP Venture Associates II, L.P. | ||||||||
By: | Boylston Coinvestors, LLC, its general partner | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Authorized Signatory | |||||||
BCIP Venture Associates II-B, LP | ||||||||
By: | Boylston Coinvestors, LLC, its general partner | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Authorized Signatory | |||||||
BCV 2019-MD Primary, L.P. | ||||||||
By: | Bain Capital Venture Investors 2019, LLC, its general partner | |||||||
By: | Bain Capital Venture Investors, LLC, its manager | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Managing Director |
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) | Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and |
(ii) | Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: September 16, 2022 | Bain Capital Venture Fund 2019, L.P. | |||||||
By: | Bain Capital Venture Investors 2019, LLC, its general partner | |||||||
By: | Bain Capital Venture Investors, LLC, its manager | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Managing Director | |||||||
BCIP Venture Associates II, L.P. | ||||||||
By: | Boylston Coinvestors, LLC, its general partner | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Authorized Signatory | |||||||
BCIP Venture Associates II-B, LP | ||||||||
By: | Boylston Coinvestors, LLC, its general partner | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Authorized Signatory | |||||||
BCV 2019-MD Primary, L.P. | ||||||||
By: | Bain Capital Venture Investors 2019, LLC, its general partner | |||||||
By: | Bain Capital Venture Investors, LLC, its manager | |||||||
By: | /s/ Paul Zurlo | |||||||
Name: | Paul Zurlo | |||||||
Title: | Managing Director |