Sec Form 13D Filing - Wheat Wind Farms LLC filing for Local Bounti Corporation (LOCL) - 2021-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Local Bounti Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

53960E 106

(CUSIP Number)

Wheat Wind Farms, LLC

1815 Cattle Drive

Magnolia, TX 77354

713-305-3778

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

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).

SCHEDULE 13D

Craig M. Hurlbert and Wheat Wind Farms, LLC (the “Reporting Persons”) are filing this Schedule 13D because the Reporting Persons’ beneficial ownership of the securities of Local Bounti Corporation, a Delaware corporation (the “Company”), exceeds 20% of the outstanding Common Stock (as defined below) of the Company.

This Schedule 13D relates to Common Stock, $0.0001 par value per share ( the “Common Stock”), of the Company. The principal executive offices of the Company are located at 490 Foley Lane, Hamilton, MT 59840.

All of the shares of the Common Stock to which this Schedule 13D relates were acquired by the Reporting Persons pursuant to the Agreement and Plan of Merger, dated as of June 17, 2021 (the “BCA”), by and among the Company (f/k/a Leo Holdings III Corp), Longleaf Merger Sub, Inc. (“First Merger Sub”) and Longleaf Merger Sub II, LLC (“Second Merger”, and together with First Merger Sub, the “Merger Subs”), and Local Bounti Corporation (“Legacy Local Bounti”). Pursuant to the BCA, First Merger Sub merged with and into Legacy Local Bounti, with Legacy Local Bounti surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”), and after the First Merger, Legacy Local Bounti merged with and into Second Merger Sub and into Legacy Local Bounti, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and collectively with the other transactions described in the BCA, the “Transactions”). The Transactions closed on November 19, 2021 (the “Closing Date”).

Pursuant to the BCA and effective as of the Closing Date, 3,685,000 shares of Legacy Local Bounti Common Stock held by Wheat Wind Farms, LLC were converted into 18,313,230 shares of Common Stock of the Company, among which 375,000 shares of Common Stock of the Company were gifted to Dechomai Foundation, Inc. for estate planning purposes effective as of the Closing Date.

The Reporting Persons acquired the Common Stock pursuant to the BCA. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.

Mr. Hurlbert serves as the Co-Chief Executive Officer and Chairman of the Board of the Company. Accordingly, the Reporting Persons may have influence over the corporate activities of the Company, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Registration Rights Agreement and the Lockup Agreement described in Item 6 of this Schedule 13D, the Reporting Persons may, from time to time, purchase or sell securities of the Company as appropriate for their personal circumstances.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

(a) — (b) The following information with respect to the beneficial ownership of the Common Stock of the Company by the Reporting Persons is provided as of the Closing Date. The percentage of the Common Stock is based on 86,299,495 shares of Common Stock outstanding as of the Closing Date as reported in the Form 8-K. Craig M. Hurlbert beneficially owns an aggregate of 17,938,230 shares of Common Stock, representing approximately 20.8% of the outstanding Common Stock, through being the president and sole owner of Wheat Wind Farms, LLC.

The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is incorporated herein by reference.

(c) Except as described in Item 3, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.

(d) — (e) Not applicable.

In connection with the Closing Date, the Company and certain stockholders of each of the Company and Legacy Local Bounti, including the Reporting Persons (collectively, the “Holders”), entered into an Amended and Restated Registration Rights Agreement dated as of November 19, 2021 (the “Registration Rights Agreement”), and a Lockup Agreement (the “Lockup Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of certain securities of the Company held by the Holders within 30 days of the Closing Date. The Registration Rights Agreement also provides customary “piggy-back” registration rights to such stockholders. The Lockup Agreement provides for the securities of the Company held by the Holders to be locked up for 180 days following the Closing Date, subject to certain permitted transfers.

This summary is qualified by the actual terms of the BCA, the Registration Rights Agreement and the Lockup Agreement, copies of which are filed as exhibits to this Schedule 13D and are incorporated herein by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Date: December 2, 2021