Sec Form 13G Filing - BENCHMARK CAPITAL PARTNERS VI LP filing for CYNGN INC (CYN) - 2024-02-13

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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

Cyngn,Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

23257B107

(CUSIP Number)

 

December 31, 2023

(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).

 

(Continued on following pages)

 

Page 1 of 23 Pages

Exhibit Index Contained on Page 22

 

 

 

 

   CUSIP NO. 23257B107

13 GPage 2 of 23  

 

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Partners VI, L.P. (“BCP VI”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

263,483 shares, except that Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”), the general partner of BCP VI, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”), the members of BCMC VI, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

263,483 shares, except that BCMC VI, the general partner of BCP VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

263,483     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.6% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 3 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VI, L.P. (“BFF VI”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

16,478 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

16,478 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,478    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 4 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

10,815 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

10,815 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,815   

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 5 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Management Co. VI, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

319,179     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.8%

12

TYPE OF REPORTING PERSON

OO

 

 

   CUSIP NO. 23257B107

13 GPage 6 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Partners VII, L.P. (“BCP VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

7,823,167 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

7,823,167 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,823,167     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.7% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 7 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VII, L.P. (“BFF VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

868,833 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

868,833 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

868,833     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.1% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 8 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

1,151,488 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,151,488 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,151,488   

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.8% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 23257B107

13 GPage 9 of 23  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Management Co. VII, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

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

9,843,488 shares, of which 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

9,843,488 shares, of which 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,843,488     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

23.5% 

12

TYPE OF REPORTING PERSON

OO

 

 

   CUSIP NO. 23257B107

13 GPage 10 of 23  

 

 

1 NAME OF REPORTING PERSON                    Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, a member of BCMC VI, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, a member of BCMC VI, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

319,179     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.8% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 11 of 23  

 

 

1 NAME OF REPORTING PERSON                    Matthew R. Cohler
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667   

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 12 of 23  

 

 

1 NAME OF REPORTING PERSON                    Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 13 of 23  

 

 

1 NAME OF REPORTING PERSON                    Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 14 of 23  

 

 

1 NAME OF REPORTING PERSON                    J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 15 of 23  

 

 

1 NAME OF REPORTING PERSON                    Kevin R. Harvey
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 16 of 23  

 

 

1 NAME OF REPORTING PERSON                    Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Kagle, a member of BCMC VI, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

319,179 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B and 28,403 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Kagle, a member of BCMC VI, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

319,179     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.8% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 17 of 23  

 

 

1 NAME OF REPORTING PERSON                    Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

10,162,667 shares, of which 263,483 are directly owned by BCP VI, 16,478 are directly owned by BFF VI, 10,815 are directly owned by BFF VI-B, 28,403 are held in nominee form for the benefit of persons associated with BCMC VI, 7,823,167 are directly owned by BCP VII, 868,833 are directly owned by BFF VII and 1,151,488 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,162,667    

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.3% 

 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 23257B107

13 GPage 18 of 23  

 

 

ITEM 1(A). NAME OF ISSUER

 

Cyngn, Inc.

 

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

1015 O’Brien Dr.

Menlo Park, CA 94025

 

ITEM 2(A).

NAME OF PERSONS FILING

 

This Statement is filed by BCP VI, BFF VI, BFF V-B, BCMC VI, BCP VII, BFF VII, BFF VII-B, BCMC VII and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.

 

BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.

 

Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.

 

Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.

 

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each reporting person is:

 

Benchmark

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C). CITIZENSHIP

 

BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships. BCMC VI and BCMC VII are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.

 

ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

CUSIP # 23257B107

 

ITEM 3. Not Applicable.

 

ITEM 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

   CUSIP NO. 23257B107

13 GPage 19 of 23  

 

 

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2023 (based on 41,802,944 shares of Common Stock of the issuer outstanding as of November 8, 2023 as reported by the issuer on Form 10-Q for the period ended September 30, 2023 and filed with the Securities and Exchange Commission on November 9, 2023).

 

  (a) Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     
  (b) Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.
     
  (c) Number of shares as to which such person has:

 

     
  (i) Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     
  (ii) Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.

 

  (iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for 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

 

Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, and the limited liability company agreements of BCMC VI and BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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.

 

 

   CUSIP NO. 23257B107

13 GPage 20 of 23  

 

 

ITEM 10. CERTIFICATION

 

Not applicable.

 

 

   CUSIP NO. 23257B107

13 GPage 21 of 23  

 

 

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: February [__], 2024

 

  BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney
   
   
  BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney
   
   
  ALEXANDRE BALKANSKI
  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
   
  By: /s/ An-Yen Hu
    An-Yen Hu
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

   CUSIP NO. 23257B107

13 GPage 22 of 23  

 

 

EXHIBIT INDEX

 

Exhibit Found on
Sequentially
Numbered Page
   
Exhibit A:  Agreement of Joint Filing 23

 

 

   CUSIP NO. 23257B107

13 GPage 23 of 23  

 

 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Cyngn,Inc. shall be filed on behalf of each of the undersigned. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.