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>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Allbirds, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
01675A208 (CUSIP Number) |
09/30/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 01675A208 |
| 1 | Names of Reporting Persons
Timothy O. Brown | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
726,270.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Allbirds, Inc. | |
| (b) | Address of issuer's principal executive offices:
30 Hotaling Pl., San Francisco, CA, 94111 | |
| Item 2. | ||
| (a) | Name of person filing:
Timothy O. Brown | |
| (b) | Address or principal business office or, if none, residence:
c/o Allbirds, Inc.1875 Mission St, Ste 103San Francisco, CA 94103 | |
| (c) | Citizenship:
New Zealand | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
01675A208 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of September 30, 2024, Mr. Brown beneficially owned (a) 697,797 shares of the Issuer's Class B Common Stock, consisting of: (i) 666,546 shares of Class B Common Stock held by Timothy O. Brown and Lindsay T. Brown, as Trustees of the Grenadier Trust Under Revocable Trust Agreement Dated January 22, 2018 and (ii) 31,251 shares of Class B Common Stock issuable upon the exercise of stock options that are vested and exercisable within 60 days of September 30, 2024 and (b) 28,473 shares of the Issuer's Class A Common Stock, consisting of 28,473 shares of Class A Common Stock issuable upon the exercise of stock options that are vested and exercisable within 60 days of September 30, 2024. The Class B Common Stock is convertible at the holder's option into the Issuer's Class A Common Stock on a 1-for-1 basis. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. The holders of Class B Common Stock are entitled to 10 votes per share, and the holders of Class A Common Stock are entitled to one vote per share. | |
| (b) | Percent of class:
Percent of Class A Common Stock is based on the denominator of (i) 5,387,660 shares of the Issuer's Class A Common Stock outstanding as of September 30, 2024 and (ii) 697,797 shares of the Issuer's Class B Common Stock beneficially owned by Mr. Brown that are convertible into Class A Common Stock, and deemed as outstanding Class A Common Stock for purposes of computing this percentage in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").Percent of Common Stock and total voting power of the Issuer's outstanding Common Stock is calculated based on the denominator of (i) 5,387,660 shares of the Issuer's Class A Common Stock outstanding as of September 30, 2024, (ii) 2,542,365 shares of the Issuer's Class B Common Stock outstanding as of September 30, 2024, (iii) 28,473 shares of Class A Common Stock issuable upon the exercise of stock options that are vested and exercisable within 60 days of September 30, 2024, and deemed as outstanding Common Stock for purposes of computing this percentage in accordance with Rule 13d-3(d) of the Exchange Act and (iv) 31,251 shares of Class B Common Stock issuable upon the exercise of stock options that are vested and exercisable within 60 days of September 30, 2024, and deemed as outstanding Common Stock for purposes of computing this percentage in accordance with Rule 13d-3(d) of the Exchange Act, and the information set forth in (a) above.Based on the above, Mr. Brown beneficially owned: (A) 11.9% of the Issuer's outstanding Class A Common Stock; and (B) 9.1% of the Issuer's outstanding Common Stock, representing 22.5% of the total voting power of the Issuer's outstanding Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
59,724 | ||
| (ii) Shared power to vote or to direct the vote:
666,546 | ||
| (iii) Sole power to dispose or to direct the disposition of:
59,724 | ||
| (iv) Shared power to dispose or to direct the disposition of:
666,546 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| 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.
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