SEC Filing | Allbirds, Inc.

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Maveron Equity Partners V, L.P.

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allbirds, Inc. [ BIRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/05/2021		C		1,439,281	A	$0.00	1,439,281	D⁽¹⁾
Class A Common Stock	11/05/2021		S		1,439,281	D	$15	0	D⁽¹⁾
Class A Common Stock	11/05/2021		C		382,269	A	$0.00	382,269	D⁽²⁾
Class A Common Stock	11/05/2021		S		382,269	D	$15	0	D⁽²⁾
Class A Common Stock	11/05/2021		C		178,450	A	$0.00	178,450	D⁽³⁾
Class A Common Stock	11/05/2021		S		178,450	D	$15	0	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			290,625	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	290,625	$0.00	0	D⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		290,625		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	290,625	$0.00	393,785	D⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			12,632,840	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	12,632,840	$0.00	0	D⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		12,632,840		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	12,632,840	$0.00	13,026,625	D⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			1,439,281	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,439,281	$0.00	11,587,344	D⁽¹⁾
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			29,165	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	29,165	$0.00	0	D⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		29,165		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	29,165	$0.00	39,520	D⁽²⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			4,141,475	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	4,141,475	$0.00	0	D⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		4,141,475		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,141,475	$0.00	4,180,995	D⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			382,269	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	382,269	$0.00	3,798,726	D⁽²⁾
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			35,925	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	35,925	$0.00	0	D⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		35,925		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,925	$0.00	48,680	D⁽³⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			1,568,030	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	1,568,030	$0.00	0	D⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		1,568,030		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,568,030	$0.00	1,616,710	D⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			178,450	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	178,450	$0.00	1,438,260	D⁽³⁾

1. Name and Address of Reporting Person^*

Maveron Equity Partners V, L.P.

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MEP Associates V, L.P.

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Maveron V Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Maveron General Partner V, LLC

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares are held by Maveron Equity Partners V, L.P. Maveron General Partner V, LLC is the general partner of Maveron Equity Partners V, L.P. Dan Levitan, Pete McCormick, Jason Stoffer, and David Wu are the managing members of Maveron General Partner V, LLC and share voting and investment power over the shares held by Maveron Equity Partners V, L.P.

2. Shares are held by MEP Associates V, L.P. Maveron General Partner V, LLC is the general partner of MEP Associates V, L.P. Dan Levitan, Pete McCormick, Jason Stoffer, and David Wu are the managing members of Maveron General Partner V, LLC and share voting and investment power over the shares held by MEP Associates V, L.P.

3. Shares are held by Maveron V Entrepreneurs' Fund, L.P. Maveron General Partner V, LLC is the general partner of Maveron V Entrepreneurs' Fund, L.P. Dan Levitan, Pete McCormick, Jason Stoffer, and David Wu are the managing members of Maveron General Partner V, LLC and share voting and investment power over the shares held by Maveron V Entrepreneurs' Fund, L.P.

4. Each share of Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.

5. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation.

Remarks:

	Maveron Equity Partners V, L.P., by Maveron General Partner V, LLC, its General Partner, by Dan Levitan, Managing Member, by /s/ Ron A. Metzger, Attorney-in-Fact	11/08/2021
	MEP Associates V, L.P., by Maveron General Partner V, LLC, its General Partner, by Dan Levitan, Managing Member, by /s/ Ron A. Metzger, Attorney-in-Fact	11/08/2021
	Maveron V Entrepreneurs' Fund, L.P., by Maveron General Partner V, LLC, its General Partner, by Dan Levitan, Managing Member, by /s/ Ron A. Metzger, Attorney-in-Fact	11/08/2021
	Maveron General Partner V, LLC, by Dan Levitan, Managing Member, by /s/ Ron A. Metzger, Attorney-in-Fact	11/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.