UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Weave Communications, Inc.

(Name of Issuer)

 

Common stock, $0.00001 par value per share

(Title of Class of Securities)

 

94724R108

(CUSIP Number)

 

December 31, 2022

(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)

6.9% (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 Ventures VII-A L.P. (“Fund VII-A”), Pelion Ventures VII-E L.P. (“Fund VII-E”), 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, Fund VII-A, Fund VII-E 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 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

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 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

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)

7.4% (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 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

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

530,529 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

530,529 shares (2)

9. Aggregate Amount Beneficially Owned by Each Reporting Person
530,529 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)

0.8% (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. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.

(3)This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

5

 

 

CUSIP No. 94724R108  

 

1.

Names of Reporting Persons

Pelion Ventures VII-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

109,323 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

109,323 shares (2)

9. Aggregate Amount Beneficially Owned by Each Reporting Person
109,323 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)

0.2% (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-A. GP VII is the general partner of Fund VII-A. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.
(3)This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

6

 

 

CUSIP No. 94724R108  

 

1.

Names of Reporting Persons

Pelion Ventures VII-E, 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

59,592 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

59,592 shares (2)

9. Aggregate Amount Beneficially Owned by Each Reporting Person
59,592 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)

0.1% (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-E. GP VII is the general partner of Fund VII-E. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.
(3)This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

7

 

 

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 (i) 530,529 shares held directly by Fund VII; (ii) 109,323 shares held directly by Fund VII-A; and (iii) 59,592 shares held directly by Fund VII-E. GP VII is the general partner of each of Fund VII, Fund VII-A and Fund VII-E. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.

(3)This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

8

 

 

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

37,000 shares

 
6.

Shared Voting Power

5,545,371 shares (2)

 
7.

Sole Dispositive Power

37,000 shares

 
8.

Shared Dispositive Power

5,545,371 shares (2)

9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,582,371 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)

8.5% (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; (ii) 310,138 shares held directly by Fund VI-A; (iii) 530,529 shares held directly by Fund VII; (iv) 109,323 shares held directly by Fund VII-A; and (v) 59,592 shares held directly by Fund VII-E. GP VI is the general partner of each of Fund VI and Fund VI-A, and GP VII is the general partner of each of Fund VII, Fund VII-A and Fund VII-E. Modersitzki, as the Managing Member of GP VI and GP VII, shares voting and investment authority over these shares.

(3)This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

9

 

 

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 Ventures VII-A, L.P. (“Fund VII-A”)

Pelion Ventures VII-E, L.P. (“Fund VII-E”)

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
    Fund VII-A - Delaware
    Fund VII-E - 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

 

10

 

 

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, 2022.

 

Reporting Persons  Shares Held
Directly
   Sole
Voting
Power
   Shared
Voting
Power
   Sole
Dispositive
Power
   Shared
Dispositive
Power
   Beneficial
Ownership
   Percentage
of Class (6)
 
Fund VI (1)   4,535,789         4,535,789         4,535,789    4,535,789    6.9%
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    7.4%
Fund VII (3)   530,529         530,529         530,529    530,529    0.8%
Fund VII-A (4)   109,323         109,323         109,323    109,323    0.2%
Fund VII-E (5)   59,592         59,592         59,592    59,592    0.1%
GP VII  (3)(4)(5)             699,444         699,444    699,444    1.1%
Modersitzki (1)(2)(3)(4)(5)   37,000    37,000    5,545,371    37,000    5,545,371    5,582,371    8.5%

 

(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 530.529 shares held directly by Fund VII. GP VII is the general partner of Fund VII. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.

 (4)Includes 109,323 shares held directly by Fund VII-A. GP VII is the general partner of Fund VII-A. Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.
 (5)Includes 59,592 shares held direclty by Fund VII-E. GP VII is the general partner of Fund VII-E. GP Modersitzki, as the Managing Member of GP VII, shares voting and investment authority over these shares.
(6) This percentage is calculated based upon 65,582,310 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

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

 

11

 

 

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 14, 2023

 

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 Ventures VII-A, 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 Ventures VII-E, 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).

 

12