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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
| ARK Venture Fund |
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(Name of Issuer)
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| Shares of Beneficial Interest |
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(Title of Class of Securities)
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| 04072H107 |
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(CUSIP Number)
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Allison Fumai, Esq.
Dechert LLP.
1095 Avenue of the Americas
New York, NY 10036
212-698-3526
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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| September 13, 2022 |
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
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CUSIP No. 04072H107
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13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Catherine D. Wood
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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50,000
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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50,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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50,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF BENEFICIAL INTEREST (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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65.68%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Percentage of class calculation is based on 76,127.75 shares of beneficial interest outstanding as of September 13, 2022.
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CUSIP No. 04072H107
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13D
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Page 3 of 6 Pages
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Item 1. Security and Issuer.
This Schedule 13D relates to the shares of beneficial interest of the Issuer. The address of the principal executive office of the Issuer is 200 Central
Avenue, Suite 220, St. Petersburg, FL 33701.
Item 2. Identity and Background.
(a) The name of the reporting person is Catherine D. Wood.
(b) The address of Ms. Wood is 200 Central Avenue, Suite 220, St. Petersburg, FL 33701.
(c) Ms. Wood is the CEO, CIO and a Trustree of the Issuer.
Ms. Wood is engaged in, among other activities, investing for her own account.
(d) During the past five years Ms. Wood was not convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Ms. Wood has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which
she is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Ms. Wood is a citizen of the United States of America.
Item 3. Source or Amount of Funds or Other Consideration.
Ms. Wood acquired the shares of beneficial interests through a direct investment in the Issuer. The source of funds for all purchases was personal funds.
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CUSIP No. 04072H107
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13D
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Page 4 of 6 Pages
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Item 4. Purpose of Transaction.
Ms. Wood acquired shares of beneficial interest for investment purposes in the ordinary course of business solely for
investment purposes and not for the purposes of participating in or influencing the management of the Issuer. For the avoidance of doubt, Ms. Wood does, and will, exercise control over the management of ARK Investment Management LLC,
the Issuer’s investment adviser. ARK Investment Management LLC provides the day-to-day management of the Issuer.
Ms. Wood may, from time to time and at any time in the future, take such actions with respect to her investment in the
Issuer as she deems appropriate, including, without limitation, (i) communicating with the Board and other shareholders, industry participants and other interested or relevant parties about the Issuer, (ii) making further acquisitions
of the shares of beneficial interest or disposal of some or all of the shares of beneficial interest currently owned by Ms. Wood or otherwise acquired by Ms. Wood, (iii) entering into financial instruments or other agreements which
increase or decrease Ms. Wood’s economic exposure with respect to her investment in the Issuer and/or change the form of ownership of securities of the Issuer by Ms. Wood, and/or (iv) otherwise change her intention with respect to any
and all matters referred to in Item 4 of Schedule 13D.
Ms. Wood does not currently have any plans or proposals (other than those she may have from time to time in her role as an
officer of the Issuer) that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Ms. Wood may be deemed the beneficial owner of 50,000 shares of beneficial interest, which constitute approximately 65.68% of the total
number of shares of beneficial interest outstanding as of September 13, 2022.
(b) Ms. Wood has voting power over all of the above shares of beneficial interest.
(c) The following table details all the transactions effected by Ms. Wood in the Issuer as of the date hereof. All such transactions were purchases of shares of beneficial interest, effected pursuant
to acquisitions directly from the Fund:
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CUSIP No. 04072H107
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13D
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Page 5 of 6 Pages
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Date of Transaction
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Name
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Type of Transaction
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Number of Shares of Beneficial Interest
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Price per Share of Beneficial Interest
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9/13/2022
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Catherine D. Wood
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Purchase of Shares of Beneficial Interest
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50,000
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$20.00
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of Ms. Wood, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between
Ms. Wood and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None
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CUSIP No. 04072H107
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13D
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Page 6 of 6 Pages
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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.
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Dated: March 21, 2023
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/s/ Catherine D. Wood
Catherine D. Wood
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