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
Lemonade, Inc.
(Name of Issuer)
Common
Stock, $0.00001 par value per share
(Title of Class of Securities)
52567D
107
(CUSIP Number)
August 24,
2022
(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 the 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).
Continued on following pages
Page 1 of 5 Pages
CUSIP NO. 52567D 107 | Page 2 of 5 Pages |
(1) |
Names of Reporting Persons
Alex Bernard Clavel | ||
(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
11,983,384* | ||
(7) |
Sole Dispositive Power
0 | ||
(8) |
Shared Dispositive Power
11,983,384* | ||
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,983,384* | ||
(10) |
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares
Not applicable. | ||
(11) |
Percent of Class Represented By Amount in Row (9)
17.4%** | ||
(12) |
Type of Reporting Person (See Instructions)
IN | ||
(*) | See Item 4 of this Schedule 13G. |
(**) | Calculated based on 68,945,568 Shares outstanding as of August 8, 2022, as reported by Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2022. |
CUSIP NO. 52567D 107 | Page 3 of 5 Pages |
Item 1(a). | Name of Issuer: |
Lemonade, Inc. (“Issuer”)
Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
5 Crosby Street, 3rd Floor, New York, New York 10013
Item 2(a). | Name of Person Filing: |
Alex Bernard Clavel
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o SoftBank Group Capital Ltd, 1 Circle Star Way, San Carlos, California 94070
Item 2(c). | Citizenship: |
United States of America
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (“Shares”)
Item 2(e). | CUSIP Number: |
52567D 107
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
Item 4. | Ownership. |
Item 4(a). | Amount Beneficially Owned: |
SoftBank Group Capital Ltd (“SBGC”) has delegated all of its voting and dispositive power over the Shares it holds to a three-member joint investment committee, which shall act unanimously. As of August 24, 2022 (the effective date of the Reporting Person’s appointment thereto), the joint investment committee consists of Daniel Schreiber, Shai Wininger (each, a co-founder of the Issuer), and the Reporting Person. SBGC directly holds 11,983,384 Shares. Accordingly, the Reporting Person may be deemed to be an indirect beneficial owner of the 11,983,384 Shares directly held by SBGC. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that the Reporting Person or any other person named herein is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of any securities covered by this statement. The Reporting Person expressly disclaims beneficial ownership over any Shares held by SBGC that he may be deemed to beneficially own, except to the extent of his pecuniary interest therein, if any.
CUSIP NO. 52567D 107 | Page 4 of 5 Pages |
Item 4(b). | Percent of Class: |
17.4%, which is calculated based on 68,945,568 Shares outstanding as of August 8, 2022, as reported by Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2022.
Item 4(c). | Number of shares as to which the person has: |
With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.
(i) | Sole power to vote or direct the vote: 0 |
(ii) | Shared power to vote or direct the vote: 11,983,384 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 11,983,384 |
Item 5. | Ownership of Five Percent or Less of a Class. |
This Item 5 is not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
This Item 7 is not app licable.
Item 8. | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
Item 9. | Notice of Dissolution of Group |
This Item 9 is not applicable.
Item 10. | Certification |
This Item 10 is not applicable.
CUSIP NO. 52567D 107 | Page 5 of 5 Pages |
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.
Date: August 29, 2022 | /s/ Alex Clavel |
Alex Clavel |