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. 83193G107 |
|
1. |
Names of Reporting Persons
Real Estate Technology Ventures Associates, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
78,923 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
78,923 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
78,923 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by Real Estate Technology Ventures Associates, L.P. (“RET Associates I”), Real Estate Technology
Ventures, L.P. (“RET Fund I”), Real Estate Technology Ventures-A, L.P. (“RET Fund I-A”), RET Ventures SPV I, L.P.
(“RET SPV I”), RETV GP, LLC (“RET GP I”), Real Estate Technology Ventures II, L.P. (“RET Fund II”),
Real Estate Technology Ventures Associates II, L.P. (“RET Associates II”), RETV GP II, LLC (“RET GP II”), John
Helm (“Helm”) and Christopher Yip (“Yip” and, with RET Associates I, RET Fund I, RET Fund I-A, RET SPV I, RET
GP I, RET Fund II, RET Associates II, RET GP II and Helm, collectively, the “Reporting Persons”). The Reporting Persons expressly
disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held directly by RET Associates I. RET GP I serves as the sole general partner of RET Associates I. As such, RET
GP I possesses power to direct the voting and disposition of the shares beneficially owned by RET Associates I and may be deemed to have
indirect beneficial ownership of the shares beneficially owned by RET Associates I. RET GP I owns no securities of the Issuer directly.
Helm is the Managing Director of RET GP I. As such, Helm possesses power to direct the voting and disposition of the shares beneficially
owned by RET Associates I and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the Securities and Exchange Commission (the “SEC”). |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
Real Estate Technology Ventures, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
4,519,514 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
4,519,514 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,519,514 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
2.3% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | These shares are held by RET Fund I. RET GP I serves as the sole general partner of RET Fund I. As such, RET GP I possesses power
to direct the voting and disposition of the shares beneficially owned by RET Fund I and may be deemed to have indirect beneficial ownership
of the shares beneficially owned by RET Fund I. RET GP I owns no securities of the Issuer directly. Helm is the Managing Director of RET
GP I. As such, Helm possesses power to direct the voting and disposition of the shares beneficially owned by RET Fund I and may be deemed
to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
Real Estate Technology Ventures-A, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,038,824 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,038,824 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,038,824 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.5% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | These shares are held by RET Fund I-A. RET GP I serves as the sole general partner of RET Fund I-A. As such, RET GP I possesses power
to direct the voting and disposition of the shares beneficially owned by RET Fund I-A and may be deemed to have indirect beneficial ownership
of the shares beneficially owned by RET Fund I-A. RET GP I owns no securities of the Issuer directly. Helm is the Managing Director of
RET GP I. As such, Helm possesses power to direct the voting and disposition of the shares beneficially owned by RET Fund I-A and may
be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
RET Ventures SPV I, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,405,836 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,405,836 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,836 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.7% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | These shares are held by RET SPV I. RET GP I serves as the sole general partner of RET SPV I. As such, RET GP I possesses power to
direct the voting and disposition of the securities beneficially owned by RET SPV I and may be deemed to have indirect beneficial ownership
of the securities beneficially owned by RET SPV I. RET GP I owns no securities of the Issuer directly. Helm is the Managing Director of
RET GP I. As such, Helm possesses power to direct the voting and disposition of the securities beneficially owned by RET SPV I and may
be deemed to have indirect beneficial ownership of these securities. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
RETV GP, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,043,097 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,043,097 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,043,097 shares of Class A Common Stock (2) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
3.6% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | Includes
(i) 78,923 shares of Class A Common Stock held directly by RET Associates I; (ii) 4,519,514
shares of Class A Common Stock held directly by RET Fund I; (iii) 1,038,824 shares of Class
A Common Stock held directly by RET Fund I-A; and (iv) 1,405,836 shares of Class A Common
Stock held directly by RET SPV I. RET GP I serves as the sole general partner of each of
RET Associates I, RET Fund I, RET Fund I-A and RET SPV I. As such, RET GP I possesses power
to direct the voting and disposition of these securities and may be deemed to have indirect
beneficial ownership of these securities. RET GP I owns no securities of the Issuer directly.
Helm is the Managing Director of RET GP I. As such, Helm possesses power to direct the voting
and disposition of these securities and may be deemed to have indirect beneficial ownership
of these securities. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
Real Estate Technology Ventures II, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
68,740 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
68,740 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
68,740 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | These shares are held by RET Fund II. RET GP II serves as the sole general partner of RET Fund II. As such, RET GP II possesses power
to direct the voting and disposition of the shares beneficially owned by RET Fund II and may be deemed to have indirect beneficial ownership
of the shares beneficially owned by RET Fund II. RET GP II owns no securities of the Issuer directly. Helm and Yip are the Managing Directors
of RET GP II. As such, each of Helm and Yip possesses power to direct the voting and disposition of the shares beneficially owned by RET
Fund II and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
Real Estate Technology Ventures Associates II, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,618 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,618 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | These shares are held by RET Associates II. RET GP II serves as the sole general partner of RET Associates II. As such, RET GP II
possesses power to direct the voting and disposition of the shares beneficially owned by RET Associates II and may be deemed to have indirect
beneficial ownership of the shares beneficially owned by RET Associates II. RET GP II owns no securities of the Issuer directly. Helm
and Yip are the Managing Directors of RET GP II. As such, each of Helm and Yip possesses power to direct the voting and disposition of
the shares beneficially owned by RET Associates II and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
RETV GP II, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
70,358 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
70,358 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
70,358 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | Includes (i) 68,740 shares of Class A Common Stock held directly by RET Fund II and (ii) 1,618 shares of Class A Common Stock held directly
by RET Associates II. RET GP II serves as the sole general partner of each of RET Fund II and RET Associates II. As such, RET GP II possesses
power to direct the voting and disposition of these shares and may be deemed to have indirect beneficial ownership of these shares. RET
GP II owns no securities of the Issuer directly. Helm and Yip are the Managing Directors of RET GP II. As such, each of Helm and Yip possesses
power to direct the voting and disposition of these shares and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
John Helm |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
3,462,623 shares of Class A Common Stock |
8. |
Shared Voting Power
7,113,455 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
3,462,623 shares of Class A Common Stock |
10. |
Shared Dispositive Power
7,113,455 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,576,078 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
5.3% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | Includes (i) 78,923 shares of Class A Common Stock held directly by RET Associates I; (ii) 4,519,514 shares of Class A Common Stock held
directly by RET Fund I; (iii) 1,038,824 shares of Class A Common Stock held directly by RET Fund I-A; (iv) 1,405,836 shares of Class A
Common Stock held directly by RET SPV I; (v) 68,740 shares of Class A Common Stock held directly by RET Fund II; and (vi) 1,618 shares
of Class A Common Stock held directly by RET Associates II. RET GP I serves as the sole general partner of each of RET Associates I, RET
Fund I, RET Fund I-A and RET SPV I. As such, RET GP I possesses power to direct the voting and disposition of the securities beneficially
owned by each of RET Associates I, RET Fund I, RET Fund I-A and RET SPV I and may be deemed to have indirect beneficial ownership of such
securities. RET GP I owns no securities of the Issuer directly. RET GP II serves as the sole general partner of each of RET Fund II and
RET Associates II. As such, RET GP II possesses power to direct the voting and disposition of the securities beneficially owned by each
of RET Fund II and RET Associates II and may be deemed to have indirect beneficial ownership of such securities. RET GP II owns no securities
of the Issuer directly. Helm is a Managing Director of each of RET GP I and RET GP II. As such, Helm possesses power to direct the voting
and disposition of these securities and may be deemed to have indirect beneficial ownership of these securities. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
CUSIP No. 83193G107 |
|
1. |
Names of Reporting Persons
Christopher Yip |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
(b) |
¨
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
1,173,480 shares of Class A Common Stock |
8. |
Shared Voting Power
70,358 shares of Class A Common Stock (2) |
9. |
Sole Dispositive Power
1,173,480 shares of Class A Common Stock |
10. |
Shared Dispositive Power
70,358 shares of Class A Common Stock (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,243,838 shares of Class A Common Stock (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.6% of Class A Common Stock (3) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. |
| (2) | Includes (i) 68,740 shares of Class A Common Stock held directly by RET Fund II and (ii) 1,618 shares of Class A Common Stock held directly
by RET Associates II. RET GP II serves as the sole general partner of each of RET Fund II and RET Associates II. As such, RET GP II possesses
power to direct the voting and disposition of these shares and may be deemed to have indirect beneficial ownership of these shares. RET
GP II owns no securities of the Issuer directly. Yip is a Managing Director of RET GP II. As such, Yip possesses power to direct the voting
and disposition of these shares and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | This calculation is based on 198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s
Form 10-Q filed on November 10, 2022 with the SEC. |
Explanatory
Note: This Amendment No. 7 (the “Amendment”), which further amends the Schedule13D
filed with the SEC on March 14, 2022 as amended on May 31, 2022, June 28, 2022, August 5, 2022, November 15, 2022, January 25, 2023
and February 3, 2022 (the “Original Schedule 13D”), is being filed on behalf of Real Estate Technology Ventures Associates,
L.P. (“RET Associates I”), Real Estate Technology Ventures, L.P. (“RET Fund I”), Real Estate Technology Ventures-A,
L.P. (“RET Fund I-A”), RET Ventures SPV I, L.P. (“RET SPV I”), RETV GP, LLC (“RET GP I”), Real Estate
Technology Ventures II, L.P. (“RET Fund II”), Real Estate Technology Ventures Associates II, L.P. (“RET Associates II”),
RETV GP II, LLC (“RET GP II”), John Helm (“Helm”) and Christopher Yip (“Yip” and, with RET Associates
I, RET Fund I, RET Fund I-A, RET SPV I, RET GP I, RET Fund II, RET Associates II, RET GP II and Helm, collectively, the “Reporting
Persons”) in respect of the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of SmartRent,
Inc., a Delaware corporation (the “Issuer” and also “SmartRent”). This Amendment is being filed by the Reporting
Persons to report the distributions in kind of Class A Common Stock on February 3, 2023. Accordingly, the number of securities beneficially
owned by the Reporting Persons has decreased as described in Items 4 and 5 below.
Items 4 and 5 of the Original Schedule 13D are
hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original
Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby
amended and supplemented by adding the following paragraph at the end of Item 4:
On February 3, 2023, RET SPV I made a pro rata
in-kind distribution for no additional consideration of an aggregate of 749,729 shares of Class A Common Stock to its general partner
and limited partners. Of the shares distributed by RET SPV I, RET Associates I, RET Fund I, RET Fund I-A, RET GP I, RET Fund II and RET
Associates II received 2,469; 145,478; 37,706; 28,382; 181,439 and 4,214 shares respectively.
On February 3, 2023, RET Associates I made a pro
rata in-kind distribution for no additional consideration of 55,083 shares of Class A Common Stock to its limited partners.
On February 3, 2023, RET Fund I made a pro rata
in-kind distribution for no additional consideration of 3,158,470 shares of Class A Common Stock to its general partner, RET GP I, and
its limited partners. Of the shares distributed by RET Fund I, RET GP I received 604,935 shares.
On February 3, 2023, RET Fund I-A made a pro rata
in-kind distribution for no additional consideration of 730,257 shares of Class A Common Stock to its general partner, RET GP I, and its
limited partners. Of the shares distributed by RET Fund I-A, RET GP I received 124,144 shares.
On February 3, 2023, RET Fund II made a pro rata
in-kind distribution for no additional consideration of 227,236 shares of Class A Common Stock to its general partner, RET GP II, and
its limited partners. Of the shares distributed by RET Fund II, RET GP II received 2,272 shares.
On February 3, 2023, RET Associates II made a
pro rata in-kind distribution for no additional consideration of 5,278 shares of Class A Common Stock to its limited partners.
On February 3, 2023, RET GP I made a pro rata
in-kind distribution for no additional consideration of 757,461 shares of Class A Common Stock to its members. Of the shares distributed
by RET GP I, Helm and Yip received 532,704 and 179,450 shares respectively.
On February 3, 2023, RET GP II made a pro rata
in-kind distribution for no additional consideration of 2,272 shares of Class A Common Stock to its members. Of the shares distributed
by RET GP II, Helm and Yip received 1,214 and 809 shares respectively.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of
the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b). The following information with respect to the ownership
of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of February 7, 2023:
Reporting Persons | |
Shares Held Directly | | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Beneficial Ownership | | |
Percentage of Class (7) | |
RET Associates I (1) | |
78,923 | | |
0 | | |
78,923 | | |
0 | | |
78,923 | | |
78,923 | | |
0.0 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET Fund I (2) | |
4,519,514 | | |
0 | | |
4,519,514 | | |
0 | | |
4,519,514 | | |
4,519,514 | | |
2.3 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET Fund I-A (3) | |
1,038,824 | | |
0 | | |
1,038,824 | | |
0 | | |
1,038,824 | | |
1,038,824 | | |
0.5 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET SPV I (4) | |
1,405,836 | | |
0 | | |
1,405,836 | | |
0 | | |
1,405,836 | | |
1,405,836 | | |
0.7 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET GP I (1)(2)(3)(4) | |
0 | | |
0 | | |
7,043,097 | | |
0 | | |
7,043,097 | | |
7,043,097 | | |
3.6 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET Fund II (5) | |
68,740 | | |
0 | | |
68,740 | | |
0 | | |
68,740 | | |
68,740 | | |
0.0 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET Associates II (6) | |
1,618 | | |
0 | | |
1,618 | | |
0 | | |
1,618 | | |
1,618 | | |
0.0 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
RET GP II (5)(6) | |
0 | | |
0 | | |
70,358 | | |
0 | | |
70,358 | | |
70,358 | | |
0.0 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Helm (1)(2)(3)(4)(5)(6) | |
3,462,623 | | |
3,462,623 | | |
7,113,455 | | |
3,462,623 | | |
7,113,455 | | |
10,576,078 | | |
5.3 | % |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Yip (5)(6) | |
1,173,480 | | |
1,173,480 | | |
70,358 | | |
1,173,480 | | |
70,358 | | |
1,243,838 | | |
0.6 | % |
| (1) | Includes 78,923 shares of Class A Common Stock held directly by RET Associates I. RET GP I serves as the
sole general partner of RET Associates I. As such, RET GP I possesses power to direct the voting and disposition of the shares beneficially
owned by RET Associates I and may be deemed to have indirect beneficial ownership of the shares beneficially owned by RET Associates I.
RET GP I owns no securities of the Issuer directly. Helm is the Managing Director of RET GP I. As such, Helm possesses power to direct
the voting and disposition of the shares beneficially owned by RET Associates I and may be deemed to have indirect beneficial ownership
of these shares. |
| (2) | Includes 4,519,514 shares of Class A Common Stock held directly by RET Fund I. RET GP I serves as the
sole general partner of RET Fund I. As such, RET GP I possesses power to direct the voting and disposition of the shares beneficially
owned by RET Fund I and may be deemed to have indirect beneficial ownership of the shares beneficially owned by RET Fund I. RET GP I owns
no securities of the Issuer directly. Helm is the Managing Director of RET GP I. As such, Helm possesses power to direct the voting and
disposition of the shares beneficially owned by RET Fund I and may be deemed to have indirect beneficial ownership of these shares. |
| (3) | Includes 1,038,824 shares of Class A Common Stock held directly by RET Fund I-A. RET GP I serves as the
sole general partner of RET Fund I-A. As such, RET GP I possesses power to direct the voting and disposition of the shares beneficially
owned by RET Fund I-A and may be deemed to have indirect beneficial ownership of the shares beneficially owned by RET Fund I-A. RET GP
I owns no securities of the Issuer directly. Helm is the Managing Director of RET GP I. As such, Helm possesses power to direct the voting
and disposition of the shares beneficially owned by RET Fund I-A and may be deemed to have indirect beneficial ownership of these shares. |
| (4) | Includes 1,405,836 shares of
Class A Common Stock held directly by RET SPV I. RET GP I serves as the sole general partner of RET SPV I. As such, RET GP I possesses
power to direct the voting and disposition of the shares beneficially owned by RET SPV I and may be deemed to have indirect beneficial
ownership of the shares beneficially owned by RET SPV I. RET GP I owns no securities of the Issuer directly. Helm is the Managing Director
of RET GP I. As such, Helm possesses power to direct the voting and disposition of the shares beneficially owned by RET SPV I and may
be deemed to have indirect beneficial ownership of these shares. |
| (5) | Includes 68,740 shares of Class
A Common Stock held directly by RET Fund II. RET GP II serves as the sole general partner of RET Fund II. As such, RET GP II possesses
power to direct the voting and disposition of the shares beneficially owned by RET Fund II and may be deemed to have indirect beneficial
ownership of the shares beneficially owned by RET Fund II. RET GP II owns no securities of the Issuer directly. Helm and Yip are the Managing
Directors of RET GP II. As such, each of Helm and Yip possesses power to direct the voting and disposition of the shares beneficially
owned by RET Fund II and may be deemed to have indirect beneficial ownership of these shares. |
| (6) | Includes 1,618 shares of Class
A Common Stock held directly by RET Associates II. RET GP II serves as the sole general partner of RET Associates II. As such,
RET GP II possesses power to direct the voting and disposition of the shares beneficially owned by RET Associates II and may be deemed
to have indirect beneficial ownership of the shares beneficially owned by RET Associates II. RET GP II owns no securities of the Issuer
directly. Helm and Yip are the Managing Directors of RET GP II. As such, each of Helm and Yip possesses power to direct the voting and
disposition of the shares beneficially owned by RET Associates II and may be deemed to have indirect beneficial ownership of these shares. |
| (7) | This calculation is based on
198,348,473 shares of Class A Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Form 10-Q filed on November
10, 2022 with the SEC. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the
Issuer’s Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
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.
February 7, 2023
Real Estate Technology Ventures Associates, L.P. |
|
|
|
|
By: |
RETV GP, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
Real Estate Technology Ventures, L.P. |
|
|
|
|
By: |
RETV GP, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
Real Estate Technology Ventures-A, L.P. |
|
|
|
|
By: |
RETV GP, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
RET Ventures SPV I, L.P. |
|
|
|
|
By: |
RETV GP, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
RETV GP, LLC |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
Real Estate Technology Ventures II, L.P. |
|
|
|
|
By: |
RETV GP II, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
Real Estate Technology Ventures Associates II, L.P. |
|
|
|
|
By: |
RETV GP II, LLC |
|
its |
General Partner |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
RETV GP II, LLC |
|
|
|
|
By: |
/s/ John Helm |
|
|
Name: John Helm |
|
|
Title: Managing Director |
|
|
|
|
/s/ John Helm |
|
John Helm |
|
|
|
/s/ Christopher Yip |
|
Christopher Yip |
|
|
ATTENTION |
|
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |