Sec Form 13G Filing - Albrecht Henry B. @

Sec Form 13G Filing - Albrecht Henry B. filing for - 2023-08-09

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/A

Under the Securities Exchange Act of 1934

Amendment No. 1

Limeade, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

None

(CUSIP Number)

August 9, 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)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons 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).

CUSIP No. None

⁽¹⁾

Pursuant to an Agreement and Plan of Merger, dated June 8, 2023, among Limeade, Inc., a Washington corporation (the Issuer), WebMD Health Corp., a Delaware corporation (Parent), and Lotus Merger Sub, Inc., a Washington corporation and wholly owned direct subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Issuer on August 9, 2023, with the Issuer surviving as a wholly-owned subsidiary of Parent (the Merger). At the effective time of the Merger, each outstanding share of common stock of the Issuer held by the Reporting Person automatically converted into the right to receive USD$0.284 in cash. As a result of the Merger, the Reporting Person no longer beneficially owns any common shares of the Issuer.

ITEM 1. (a)

NAME OF ISSUER:

Limeade, Inc.

(b)

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

10885 NE 4th Street, Suite 400, Bellevue, WA 98004

ITEM 2. (a)

NAME OF PERSON FILING:

This statement is filed by Henry B. Albrecht (the Reporting Person).

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

10885 NE 4th Street, Suite 400, Bellevue, WA 98004

(c)

CITIZENSHIP:

United States of America

(d)

TITLE OF CLASS OF SECURITIES:

Common Stock

(e)

CUSIP NUMBER:

See cover page

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.

(b)	☐	Bank as defined in Section 3(a)(6) of the Act.

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act.

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________

Not Applicable.

ITEM 4.

OWNERSHIP.

(a)

AMOUNT BENEFICIALLY OWNED:

-0- ⁽¹⁾

(b)

PERCENT OF CLASS:

0% ⁽¹⁾

(c)

NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i)

Sole power to vote or to direct the vote: -0-

(ii)

Shared power to vote or to direct the vote: -0-

(iii)

Sole power to dispose or direct the disposition of: -0-

(iv)

Shared power to dispose or direct the disposition of: -0-

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not Applicable.

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.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

CERTIFICATIONS.

Not applicable.

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.

HENRY B. ALBRECHT

August 9, 2023

(Date)

/s/ Henry B. Albrecht

(Signature)

NAMES OF REPORTING PERSON

Henry B. Albrecht

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States