| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Weave Communications, Inc.
(Name of Issuer)
Common stock, $0.00001 par value per share
(Title of Class of Securities)
94724R108
(CUSIP Number)
December 31, 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) |
| x | 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. 94724R108 |
| 1. |
Names of Reporting Persons Pelion Ventures VI, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 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 0 |
| 6. |
Shared Voting Power 4,535,789 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 4,535,789 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,535,789 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 7.1% (3) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by Pelion Ventures VI, L.P. (“Fund VI”), Pelion Ventures VI-A, L.P. (“Fund VI-A”), Pelion Venture Partners VI, L.L.C. (“GP VI”), Pelion Ventures VII L.P. (“Fund VII”), Pelion Venture Partners VII, L.L.C. (“GP VII”) and Blake G. Modersitzki (“Modersitzki” and, with Fund VI, Fund VI-A, GP VI, Fund VII, and GP VII, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Shares are held directly by Fund VI. GP VI is the general partner of Fund VI. Modersitzki, as the Managing Member of GP VI, shares voting and investment authority over these shares. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2021. |
2
| CUSIP No. 94724R108 |
| 1. |
Names of Reporting Persons Pelion Ventures VI-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. |
Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 310,138 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 310,138 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 310,138 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.5% (3) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Shares are held directly by Fund VI-A. GP VI is the general partner of Fund VI-A. Modersitzki, as the Managing Member of GP VI, shares voting and investment authority over these shares. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
3
| CUSIP No. 94724R108 |
| 1. |
Names of Reporting Persons Pelion Venture Partners VI, L.L.C. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 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 0 |
| 6. |
Shared Voting Power 4,845,927 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 4,845,927 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,845,927 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 7.5% (3) |
| 12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,535,789 shares held directly by Fund VI and (ii) 310,138 shares held directly by Fund VI-A. GP VI is the general partner of each of Fund VI and Fund VI-A. Modersitzki, as the Managing Member of GP VI, shares voting and investment authority over these shares. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
4
| CUSIP No. 94724R108 |
| 1. |
Names of Reporting Persons Pelion Ventures VII L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 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 0 |
| 6. |
Shared Voting Power 699,444 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 699,444 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 699,444 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.1% (3) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Shares are held directly by Fund VII. GP VII is the general partner of Fund VII. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
5
| CUSIP No. 94724R108 |
| 1. |
Names of Reporting Persons Pelion Venture Partners VII, L.L.C. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 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 0 |
| 6. |
Shared Voting Power 699,444 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 699,444 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 699,444 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.1% (3) |
| 12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 699,444 shares held directly by Fund VII. GP VII is the general partner of Fund VII. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
6
| CUSIP No. 94724R108 |
| 1. |
Names of Reporting Persons Blake G. Modersitzki | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 4,845,927 shares (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 4,845,927 shares (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,845,927 shares (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 7.5% (3) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,535,789 shares held directly by Fund VI and (ii) 310,138 shares held directly by Fund VI-AGP VI is the general partner of each of Fund VI and Fund VI-A. Modersitzki, as a Managing Member of GP VI, shares voting and investment authority over these shares. |
| (3) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
7
| Item 1. | ||
| (a) |
Name of Issuer
Weave Communications, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 1331 West Powell Way Lehi, Utah 84043 | |
| Item 2. | ||
| (a) |
Name of Person Filing
Pelion Ventures VI, L.P. (“Fund VI”) Pelion Ventures VI-A, L.P. (“Fund VI-A”) Pelion Venture Partners VI, L.L.C. (“GP VI”) Pelion Ventures VII L.P. (“Fund VII”) Pelion Venture Partners VII, L.L.C. (“GP VII”) Blake G. Modersitzki (“Modersitzki”)
| |
| (b) |
Address of Principal Business Office or, if none, Residence c/o Pelion Venture Partners 2750 E. Cottonwood Parkway, Suite 600 Salt Lake City, UT 84121 | |
| (c) | Citizenship | |
| Entities: | Fund VI | - | Delaware | |
| Fund VI | - | A-Delaware | ||
| GP VI | - | Delaware | ||
| Fund VII | - | Delaware | ||
| GP VII | - | Delaware |
| Individual: | ||||
| Modersitzki | - | United States of America | ||
| (d) |
Title of Class of Securities Common Stock, $0.00001 par value (“Common Stock”) | |
| (e) |
CUSIP Number 94724R108 | |
| 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 | ||
8
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021. |
| Reporting Persons | Shares Held Directly | Sole Voting Power |
Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (4) | |||||||||||||||
| Fund VI (1) | 4,535,789 | 4,535,789 | 4,535,789 | 4,535,789 | 7.1 | % | ||||||||||||||||
| Fund VI-A (2) | 310,138 | 310,138 | 310,138 | 310,138 | 0.5 | % | ||||||||||||||||
| GP VI (1) (2) | 4,845,927 | 4,845,927 | 4,845,927 | 7.5 | % | |||||||||||||||||
| Fund VII (3) | 699,444 | 699,444 | 699,444 | 699,444 | 1.1 | % | ||||||||||||||||
| GP VII (3) | 699,444 | 699,444 | 699,444 | 1.1 | % | |||||||||||||||||
| Modersitzki (1) (2) | 4,845,927 | 4,845,927 | 4,845,927 | 7.5 | % | |||||||||||||||||
| (1) | Includes 4,535,789 shares are held directly by Fund VI. GP VI is the general partner of Fund VI. Modersitzki, as the Managing Member of GP VI, shares voting and investment authority over these shares. |
| (2) | Includes 310,138 shares are held directly by Fund VI-A. GP VI is the general partner of Fund VI. Modersitzki, as the Managing Member of GP VI, shares voting and investment authority over these shares. |
| (3) | Includes 699,444 shares held directly by Fund VII. GP VII is the general partner of Fund VII. |
| (4) | This percentage is calculated based upon 64,239,866 shares of common stock outstanding as of November 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on December 9, 2021. |
| 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 five 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. | Certification |
|
|
Not applicable |
9
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.
Dated: February 11, 2022
Pelion Ventures VI, L.P.
By: Pelion Venture Partners VI, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Ventures VI-A, L.P.
By: Pelion Venture Partners VI, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Venture Partners VI, L.L.C.
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Ventures VII L.P.
By: Pelion Venture Partners VII, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Venture Partners VII, L.L.C.
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
/s/ Blake G. Modersitzki
| Blake G. Modersitzki |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
10
Exhibit(s):
11
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Weave Communications, Inc. is filed on behalf of each of us.
Dated: February 11, 2022
Pelion Ventures VI, L.P.
By: Pelion Venture Partners VI, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Ventures VI-A, L.P.
By: Pelion Venture Partners VI, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Venture Partners VI, L.L.C.
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Ventures VII L.P.
By: Pelion Venture Partners VII, L.L.C.
its General Partner
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
Pelion Venture Partners VII, L.L.C.
| By: | /s/ Blake G. Modersitzki |
| Name: Blake G. Modersitzki |
| Title: Managing Member |
/s/ Blake G. Modersitzki
| Blake G. Modersitzki |