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 Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No. )*
OUSTER, INC.
(Name of Issuer)
Common Stock, Par Value of $0.0001 Per Share
(Title of Class of Securities)
68989M103
(CUSIP Number)
December 31, 2021
Date of Event Which Requires Filing of the 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 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).
| CUSIP No. 68989M103 | Schedule 13G | Page 2 of 9 |
| 1 |
Names of Reporting Person.
Tao Capital Management 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 | ||||
| 6 | Shared Voting Power (see Item 5 below)
11,253,152 shares of Common Stock | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power (see Item 5 below)
11,253,152 shares of Common Stock | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,253,152 shares of Common Stock | |||||
| 10 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (11)
6.6% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 68989M103 | Schedule 13G | Page 3 of 9 |
| 1 |
Names of Reporting Person.
Tao Invest II LLC | |||||
| 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 | ||||
| 6 | Shared Voting Power (see Item 5 below)
11,253,152 shares of Common Stock | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power (see Item 5 below)
11,253,152 shares of Common Stock | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,253,152 shares of Common Stock | |||||
| 10 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (11)
6.6% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 68989M103 | Schedule 13G | Page 4 of 9 |
SCHEDULE 13G
| Item 1(a). | Name of Issuer |
Ouster, Inc. (“Issuer”) (formerly Colonnade Acquisition Corp.)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
350 Treat Avenue, San Francisco, CA 94110
| Item 2(a). | Names of Persons Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | Tao Capital Management LP |
| (ii) | Tao Invest II LLC |
Tao Invest II LLC is the record holder of the shares reported herein for Tao Invest II LLC. Tao Capital Management LP is the manager of Tao Invest II LLC.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The address of each of the Reporting Persons is
1 Letterman Drive, Suite C4-420
San Francisco, CA 94129.
| Item 2(c). | Citizenship |
| (i) | Tao Capital Management LP is a limited partnership formed in the State of Delaware. |
| (ii) | Tao Invest II LLC is a limited liability company formed in the State of Delaware. |
| Item 2(d). | Title of Class of Securities |
Common Stock, $0.0001 par value (“Common Stock”)
| Item 2(e). | CUSIP Number |
68989M103
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | Broker or Dealer registered under Section 15 of the Exchange Act. |
| (b) | Bank as defined in Section 3(a)(b) or the Exchange Act. |
| (c) | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
| (f) | An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
| CUSIP No. 68989M103 | Schedule 13G | Page 5 of 9 |
| (g) | A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| (h) | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. |
| (j) | Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
| Not | applicable |
| Item 4. | Ownership |
Each Reporting Person’s calculation of its percentage ownership of the Common Stock of the Issuer is based on a total of 171,604,276 shares of Common Stock issued and outstanding as of November 11, 2021 as reported by the Issuer in its Quarterly Report on Form 10-Q/A, filed by the Issuer with the SEC on November 15, 2021
| (a) | Amount beneficially owned: |
Incorporated by reference to Item 9 of the cover page pertaining to each Reporting Person.
| (b) | Percent of class: |
Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
Incorporated by reference to Item 8 of the cover page pertaining to 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 |
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
| CUSIP No. 68989M103 | Schedule 13G | Page 6 of 9 |
| 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. 68989M103 | Schedule 13G | 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.
| Date: February 14, 2022 | Tao Capital Management LP | |||||
| By: | /s/ Lori D. Mills | |||||
| Name: Lori D. Mills | ||||||
| Title: President | ||||||
| Date: February 14, 2022 | Tao Invest II LLC | |||||
| By: | /s/ Lori D. Mills | |||||
| Name: Lori D. Mills | ||||||
| Title: President of Tao Capital Management LP, its Manager | ||||||
| CUSIP No. 68989M103 | Schedule 13G | Page 8 of 9 |
INDEX TO EXHIBITS
| PAGE | ||||
| EXHIBIT 1: Agreement to Make a Joint Filing |
1 | |||
| CUSIP No. 68989M103 | Schedule 13G | Page 9 of 9 |
Exhibit 1
EXHIBIT 1 TO SCHEDULE 13G
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). 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.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock of Ouster, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
Date: February 14, 2022
| Tao Capital Management LP | ||
| By: | /s/ Lori D. Mills | |
| Name: Lori D. Mills | ||
| Title: President | ||
| Tao Invest II LLC | ||
| By: | /s/ Lori D. Mills | |
| Name: Lori D. Mills | ||
| Title: President of Tao Capital Management LP, its Manager | ||