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.
- Peter Lynch
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United States
Securities and Exchange Commission
Washington, D.C. 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. )*
Lux Health Tech Acquisition Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
55068A100
(CUSIP Number)
December 31, 2020
(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. 55068A100 | Schedule 13G | Page 1 of 9 |
| 1 | Names of Reporting Persons
Lux Encore Sponsor, 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
8,505,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,505,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,505,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 55068A100 | Schedule 13G | Page 2 of 9 |
| 1 | Names of Reporting Persons
Lux Encore Holdings, 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
8,505,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,505,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,505,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 55068A100 | Schedule 13G | Page 3 of 9 |
| 1 | Names of Reporting Persons
Josh Wolfe | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(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
8,505,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,505,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,505,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 55068A100 | Schedule 13G | Page 4 of 9 |
| 1 | Names of Reporting Persons
Peter Hébert | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(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
8,505,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,505,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,505,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 55068A100 | Schedule 13G | Page 5 of 9 |
| ITEM 1. | (a) Name of Issuer: |
Lux Health Tech Acquisition Corp. (the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices:
920 Broadway, 11th Floor, New York, NY 10010.
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Lux Encore Sponsor, LP (“Sponsor”);
Lux Encore Holdings, LLC (“Lux GP”);
Josh Wolfe; and
Peter Hébert.
(b) Address or Principal Business Office:
The principal business address of the Reporting Persons is c/o Lux Health Tech Acquisition Corp., 920 Broadway, 11th Floor, New York, NY 10010.
(c) Citizenship of each Reporting Person is:
The Reporting Persons are organized under the laws of the state of Delaware other than Messrs. Wolfe and Hébert, who are citizens of the United States.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share (“Common Stock”).
(e) CUSIP Number:
55068A100
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
| CUSIP No. 55068A100 | Schedule 13G | Page 6 of 9 |
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of October 26, 2020, based upon 34,500,000 shares of Common Stock outstanding as of December 8, 2020 based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2020.
| Reporting Person |
Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | ||||||
| Lux Encore Sponsor, LP |
8,505,000 | 19.8% | 0 | 8,505,000 | 0 | 8,505,000 | ||||||
| Lux Encore Holdings, LLC |
8,505,000 | 19.8% | 0 | 8,505,000 | 0 | 8,505,000 | ||||||
| Josh Wolfe |
8,505,000 | 19.8% | 0 | 8,505,000 | 0 | 8,505,000 | ||||||
| Peter Hébert |
8,505,000 | 19.8% | 0 | 8,505,000 | 0 | 8,505,000 |
Sponsor is the record holder of 8,505,000 shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible into Common Stock at the option of the holder at any time on a one-for-one basis.
Lux GP is the general partner of Sponsor. Josh Wolfe and Peter Hebert are the managing members of Lux GP. As a result, Lux GP, and Messrs. Wolfe and Hébert may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Sponsor.
| 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. |
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.
| CUSIP No. 55068A100 | 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: January 29, 2021
| Lux Encore Sponsor, LP | ||
| By: Lux Encore Holdings, LLC, its general partner | ||
| By: | /s/ Peter Hébert | |
| Name: |
Peter Hébert | |
| Title: |
Managing Member | |
| By: | /s/ Josh Wolfe | |
| Name: |
Josh Wolfe | |
| Title: |
Managing Member | |
| Lux Encore Holdings, LLC | ||
| By: | /s/ Peter Hébert | |
| Name: |
Peter Hébert | |
| Title: |
Managing Member | |
| By: | /s/ Josh Wolfe | |
| Name: |
Josh Wolfe | |
| Title: |
Managing Member | |
| Josh Wolfe | ||
| /s/ Josh Wolfe | ||
| Peter Hébert | ||
| /s/ Peter Hébert | ||
| CUSIP No. 55068A100 | Schedule 13G | Page 8 of 9 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |