Sec Form 13G Filing - Live Oak Ventures LLC filing for Local Bounti Corporation (LOCL) - 2023-02-09

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.

  Names of Reporting Persons

  Live Oak Ventures, LLC

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  11,157,694

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,157,694

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,157,694

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  10.8%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Based on 103,700,630 shares of common stock (“Common Stock”) of Local Bounti Corporation (the “Issuer”) outstanding as of December 29, 2022, as reported in the Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 on Form S-3 filed with the Securities and Exchange Commission on December 30, 2022.

  Names of Reporting Persons

  The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Florida

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  3,667,479⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  3,667,479⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,667,479

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  3.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

This amount includes 139,861 shares of Common Stock of the Issuer held by Olive Street Ventures, LLC, a Delaware limited liability company (“Olive Street”). Mr. Schwab and his spouse Helen O. Schwab, as trustees of The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 (the “Trust”), may be deemed to retain a beneficial interest with respect to these shares. The Trust disclaims beneficial ownership over the 139,861 shares held by Olive Street, except to the extent of its pecuniary interest therein.

Based on 103,700,630 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported in the Post-Effective Amendment No. 1 to the Issuer&# x92;s Registration Statement on Form S-1 on Form S-3 filed with the Securities and Exchange Commission on December 30, 2022.

  Names of Reporting Persons

  Charles R. Schwab

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  14,825,173 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  14,825,173 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  14,825,173

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  14.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes: (i) 11,157,694 shares of Common Stock held by Live Oak Ventures, LLC (“Live Oak”), of which Mr. Schwab is the Manager and has sole voting and dispositive power over the Common Stock held by Live Oak, (ii) 139,861 shares of Common Stock held by Olive Street, of which Mr. Schwab and his spouse Helen O. Schwab, as trustees of the Trust, may be deemed to share voting and dispositive power, (iii) 2,891,792 shares of Common Stock held by the Trust, of which Mr. Schwab and his spouse Helen O. Schwab act as co-trustees, and (iv) 635,826 shares of Common Stock held by the Trust, for which Mr. Schwab is acting as sole trustee. Mr. Schwab disclaims beneficial ownership over the 139,861 shares held by Olive Street, except to the extent of his pecuniary interest therein.

Based on 103,700,630 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported in the Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 on Form S-3 filed with the Securities and Exchange Commission on December 30, 2022.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Ownership

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.