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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cue Health Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
229790100
(CUSIP Number)
September 29, 2021
(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 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. |
The information required in 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. 229790100 | ||
| Page 2 of 10 |
| 1 |
NAMES OF REPORTING PERSONS
KSP Cue Health Investments, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
7,904,965 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,904,965 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,904,965 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 7,904,965 shares of Common Stock of Cue Health Inc. (the “Issuer”). |
| CUSIP No. 229790100 | ||
| Page 3 of 10 |
| 1 |
NAMES OF REPORTING PERSONS
KSI Investment Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
7,904,965 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,904,965 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,904,965 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 7,904,965 shares of Common Stock of the Issuer. These Issuer securities may be deemed to be beneficially owned by KSI Investment Holdings, LLC by virtue of its 100% ownership of KSP Cue Health Investments, LLC. |
| CUSIP No. 229790100 | ||
| Page 4 of 10 |
| 1 |
NAMES OF REPORTING PERSONS
KSI Equity Holdings, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
7,904,965 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,904,965 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,904,965 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 7,904,965 shares of Common Stock of the Issuer. These Issuer securities may be deemed to be beneficially owned by KSI Equity Holdings, LP by virtue of its 100% ownership of KSI Investment Holdings, LLC. |
| CUSIP No. 229790100 | ||
| Page 5 of 10 |
| 1 |
NAMES OF REPORTING PERSONS
KSI Holdings LP, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
7,904,965 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,904,965 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,904,965 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 7,904,965 shares of Common Stock of the Issuer. These Issuer securities may be deemed to be beneficially owned by KSI Holdings LP, Inc. by virtue of it serving as general partner of KSI Equity Holdings, LP. |
| CUSIP No. 229790100 | ||
| Page 6 of 10 |
| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
7,904,965 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,904,965 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,904,965 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 7,904,965 shares of Common Stock of the Issuer. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its 100% ownership of KSI Holdings LP, Inc. |
| CUSIP No. 229790100 | ||
| Page 7 of 10 |
Item 1(a). Name of Issuer: Cue Health Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Officers: 4980 Carroll Canyon Rd., Suite 100, San Diego, CA 92121
Item 2(a). Name of Person Filing:
KSP Cue Health Investments, LLC (“KSP Cue Health”)
KSI Investment Holdings, LLC (“KSI Investment”)
KSI Equity Holdings, LP (“KSI Equity”)
KSI Holdings LP, Inc. (“KSI Holdings”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
Item 2(c). Citizenship: See Item 4 of each cover page.
Item 2(d).Title of Class of Securities: Common Stock, par value $0.00001 per share (“Public Shares”).
Item 2(e).CUSIP No.: 229790100.
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: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 143,766,583 Public Shares outstanding after the closing of the Issuer’s initial public offering, which number of shares was reported as expected to be outstanding in the prospectus dated September 23, 2021 and filed by the Issuer on September 23, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
KSP Cue Health is 100% owned by KSI Investment. KSI Investment is 100% owned by KSI Equity. KSI Equity is managed by its general partner, KSI Holdings. KSI Holdings is 100% owned by Koch Industries.
Koch Industries, KSI Holdings, KSI Equity and KSI Investment may be deemed to beneficially own the Public Shares held by KSP Cue Health by virtue of Koch Industries’ ownership of KSI Holdings, KSI Holdings serving as general partner of KSI Equity, KSI Equity’s ownership of KSI Investment and KSI Investment’s ownership of KSP Cue Health. The filing of this Schedule 13G shall not be construed as an admission that any of KSI Investment, KSI Equity, KSI Holdings or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
| CUSIP No. 229790100 | ||
| Page 8 of 10 |
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 229790100 | ||
| Page 9 of 10 |
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.
Dated: October 8, 2021
| KSP Cue Health Investments, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| KSI Investment Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| KSI Equity Holdings, LP | ||
| By: | KSI Holdings LP, Inc. Its General Partner | |
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Authorized Person | |
| KSI Holdings LP, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| Koch Industries, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Assistant Secretary | |