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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Velo3D, Inc.
(Name of Issuer)
Common Stock, par
value $0.00001 per share
(Title of Class of Securities)
92259N104
(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).
| 1. |
Names of Reporting Persons
Spitfire Sponsor 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
8,550,000
| ||
| 7. |
Sole Dispositive Power
0
| ||
| 8. |
Shared Dispositive Power
8,550,000
| ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,550,000
| ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. |
Percent of Class Represented By Amount in Row (9)
4.67%(1)
| ||
| 12. |
Type of Reporting Person (See Instructions)
OO
| ||
(1) Calculated based on 183,163,826 shares of Common Stock outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed on November 16, 2021.
| 1. |
Names of Reporting Persons
Barry S. Sternlicht
| ||
| 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
| ||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| |
| 6. |
Shared Voting Power
8,550,000
| ||
| 7. |
Sole Dispositive Power
0
| ||
| 8. |
Shared Dispositive Power
8,550,000
| ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,550,000
| ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. |
Percent of Class Represented By Amount in Row (9)
4.67%(1)
| ||
| 12. |
Type of Reporting Person (See Instructions)
IN
| ||
(1) Calculated based on 183,163,826 shares of Common Stock outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed on November 16, 2021.
| Item 1(a). | Name of Issuer |
| Velo3D, Inc. | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
511 Division St Campbell, CA 95008 | |
| Item 2(a). | Names of Persons Filing |
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
(i) Spitfire Sponsor LLC
(ii) Barry S. Sternlicht
| |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
|
1601 Washington Ave, Suite 800 Miami Beach, FL 33139
| |
| Item 2(c). | Citizenship |
| See responses to Item 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, par value $0.00001 per share. | |
| Item 2(e). | CUSIP Number |
| 92259N104 | |
| 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(n): |
| Not Applicable. |
| Item 4. |
Ownership
(a) Amount beneficially owned:
See responses to Item 9 on each cover page.
(b) 2F; Percent of Class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
The reported securities are held by the Spitfire Sponsor LLC, which is controlled by the Barry S. Sternlicht and each of the foregoing may be deemed to be the beneficial owner of the reported securities. The filing of this Statement shall not be construed as an admission that either of the Reporting Persons is for purposes of Section 13(d) or 13(g) of the act, the beneficial owner of any securities covered by this Statement.
|
| 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: x | |
| 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 |
| 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. |
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 7, 2022
| Spitfire Sponsor LLC | ||
| /s/ Michael Racich | ||
| Name: | Michael Racich | |
| Title: | Authorized Signatory | |
| /s/ Barry S. Sternlicht | ||
| Name: | Barry S. Sternlicht | |