Sec Form 13G Filing - Lead Edge Capital Management LLC filing for Weave Communications Inc. (WEAV) - 2022-02-14

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Weave Communications Inc.

(Name of Issuer)

 

Common Stock, $0.00001 par value

(Title of Class of Securities)

 

94724R108

(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)

 

☐ 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.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lead Edge Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
	6.	SHARED VOTING POWER   3,500,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,500,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,500,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.45%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO, IA

 

 

CUSIP No.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lead Edge Capital Partners IV, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
	6.	SHARED VOTING POWER   3,300,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,300,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,300,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.14%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

 

CUSIP No.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lead Edge Capital IV, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
	6.	SHARED VOTING POWER   3,300,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,300,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,300,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.14%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

 

CUSIP No.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mitchell Green
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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   3,500,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,500,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,500,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.45%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

 

 

CUSIP No.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Neider
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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   3,500,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,500,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,500,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.45%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

 

 

CUSIP No.

94724R108

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nimay Mehta
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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   3,500,634
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,500,634

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,500,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.45%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

 

 

CUSIP No.

94724R108

 

Item 1.	(a).	Name of Issuer:
		Weave Communications, Inc.
	(b).	Address of issuer’s principal executive offices:
		1331 W Powell Way, Lehi, UT, 84043
Item 2.	(a).	Name of person filing:
		Lead Edge Capital Management, LLC
		Lead Edge Capital Partners IV, LLC Lead Edge Capital IV, LP
		Mitchell Green Brian Neider
		Nimay Mehta
	(b).	Address or principal business office or, if none, residence:
		The principal business address of each reporting person is 96 Spring Street, 5th Floor, New York, NY 10012
	(c).	Citizenship:
		Lead Edge Capital Management, LLC – Delaware, USA
		Lead Edge Capital Partners IV, LLC – Delaware, USA Lead Edge Capital IV, LP – Delaware, USA
		Mitchell Green - USA Brian Neider – USA
		Nimay Mehta - USA
	(d).	Title of class of securities:
		Common Stock, $0.00001 par value
	(e).	CUSIP No.:
		94724R108

 

 

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 of 1940 (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.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by this Item with respect to each reporting person is set forth in Rows 5 through 9 and 11 of each cover page to this Schedule 13G and is incorporated herein by reference for each such reporting person.

 

*The securities reported herein (the “Shares”) are held by Lead Edge Capital IV, LP (“Fund IV”), and certain other funds (collectively, with Fund IV, the “Funds”), managed by Lead Edge Capital Management, LLC (the “Investment Manager”). Lead E dge Capital Partners IV, LLC serves as the general partner to Fund IV (the “General Partner”). Mitchell Green, Nimay Mehta and Brian Neider each serve as a managing member of the Investment Manager (the “Managing Members”). By virtue of these relationships, the Investment Manager, General Partner and Managing Members may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund.

 

This report shall not be deemed an admission that the reporting persons or any other person is the beneficial owner of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

 

The percentages herein are calculated based upon a statement in the Issuer’s Quarterly Report on Form 10-Q filed on December 9, 2021 that there were 64,239,866 shares of Common Stock issued and outstanding as of November 30, 2021.

 

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 [  ].

 

N/A

 

Item 6.

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

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

N/A

 

 

Item 8.

Identification and Classification of Members of the Group.

 

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

 

N/A

 

Item 9.

Notice of Dissolution of Group.

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

 

N/A

 

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.

 

 

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.

 

 

Dated: February 14, 2022	Lead Edge Capital Management, LLC
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	Lead Edge Capital Partners IV, LLC
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	Lead Edge Capital IV, LP
	By:	Lead Edge Capital Partners IV, LLC
		Its general partner
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	/s/ Brian Neider
	Brian Neider
	/s/ Nimay Mehta
	Nimay Mehta   /s/ Mitchell Green
	Mitchell Green

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Exhibit 1

 

Joint Filing Statement

 

Statement Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $0.00001 par value of Weave Communications Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

 

Dated: February 14, 2022	Lead Edge Capital Management, LLC
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	Lead Edge Capital Partners IV, LLC
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	Lead Edge Capital IV, LP
	By:	Lead Edge Capital Partners IV, LLC
		Its general partner
	By:	/s/ Brian Neider
	Name:	Brian Neider
	Title:	Managing Member
	/s/ Brian Neider
	Brian Neider
	/s/ Nimay Mehta
	Nimay Mehta   /s/ Mitchell Green
	Mitchell Green