Amended Statement of Beneficial Ownership (sc 13d/a)
16 8월 2022 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
AEVA
TECHNOLOGIES, INC.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
00835Q103
(CUSIP
Number)
Peter
Hebert
Lux
Capital Management, LLC
920
Broadway, 11th Floor
New
York, NY 10010
(646)
475-4385 |
|
with
copies to:
Robert
G. Minion, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
(646)
414-6930 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
5, 2022
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐
| * |
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 disclosures provided in a prior cover
page. |
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, as amended (“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. 00835Q103
| 1. |
Names
of reporting persons
Lux
Venture Partners IV, LLC |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 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
14,692,316* |
| 9. |
Sole
dispositive power
0 |
| 10. |
Shared
dispositive power
14,692,316* |
| 11.
|
Aggregate
amount beneficially owned by each reporting person
14,692,316* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
6.7%* |
| 14. |
Type
of reporting person (see instructions)
HC |
| * |
Lux
Ventures IV, L.P. (“LVIV”) directly owns 14,692,316 shares of common stock, par value $0.0001 per share (“Common
Stock”) of Aeva Technologies, Inc. (the “Issuer”), representing approximately 6.7% of the 217,800,055 shares of
Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on August 9, 2022. Lux Venture Partners IV, LLC (“LVPIV”) is the general partner of LVIV and
exercises voting and dispositive power over the shares of Common Stock owned by LVIV. Peter Hebert and Josh Wolfe (the “Individual
Managers”) are the individual managing members of LVPIV and may be deemed to beneficially own the 14,692,316 shares of Common
Stock owned directly by LVIV, or 6.7% of the shares of Common Stock deemed issued and outstanding as of the filing date of this report
(the “Report Date”). This report shall not be deemed an admission that LVPIV is the beneficial owner of such securities
for purposes of Section 13(d) or 13(g) of the Act and LVPIV disclaims beneficial ownership of such securities except to the extent
of its pecuniary interest therein. |
CUSIP
No. 00835Q103
| 1. |
Names
of reporting persons
Lux
Ventures IV, L.P. |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 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
14,692,316* |
| 9. |
Sole
dispositive power
0 |
| 10 |
Shared
dispositive power
14,692,316* |
| 11.
|
Aggregate
amount beneficially owned by each reporting person
14,692,316* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
6.7%* |
| 14. |
Type
of reporting person (see instructions)
PN |
| * |
LVIV
directly owns 14,692,316 shares of Common Stock, representing approximately 6.7% of the 217,800,055 shares of Common Stock outstanding
as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on August 9, 2022. LVPIV is the general partner of LVIV and exercises voting and dispositive power over the shares of Common Stock
owned by LVIV. The Individual Managers may be deemed to beneficially own the 14,692,316 shares of Common Stock owned directly by
LVIV, or 6.7% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed
an admission that LVIV is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVIV disclaims
beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP
No. 00835Q103
| 1. |
Names
of reporting persons
Lux
Co-Invest Partners, LLC |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 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
1,959,371* |
| 9. |
Sole
dispositive power
0 |
| 10. |
Shared
dispositive power
1,959,371* |
| 11.
|
Aggregate
amount beneficially owned by each reporting person
1,959,371* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
0.9%* |
| 14. |
Type
of reporting person (see instructions)
HC |
| * |
Lux
Co-Invest Opportunities, L.P. (“LCIOP”) directly owns 1,959,371 shares of Common Stock, representing approximately 0.9%
of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. Lux Co-Invest Partners, LLC (“LCIP”)
is the general partner of LCIOP and exercises voting and dispositive power over the shares of Common Stock owned by LCIOP. The Individual
Managers are the individual managing members of LCIP and may be deemed to beneficially own the 1,959,371 shares of Common Stock owned
directly by LCIOP, or 0.9% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall
not be deemed an admission that LCIP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act
and LCIP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP
No. 00835Q103
| 1. |
Names
of reporting persons
Lux
Co-Invest Opportunities, L.P. |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 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
1,959,371* |
| 9. |
Sole
dispositive power
0 |
| 10. |
Shared
dispositive power
1,959,371* |
| 11.
|
Aggregate
amount beneficially owned by each reporting person
1,959,371* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
0.9%* |
| 14. |
Type
of reporting person (see instructions)
PN |
| * |
LCIOP
directly owns 1,959,371 shares of Common Stock, representing approximately 0.9% of the 217,800,055 shares of Common Stock outstanding
as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on August 9, 2022. LCIP is the general partner of LCIOP and exercises voting and dispositive power over the shares of Common Stock
owned by LCIOP. The Individual Managers may be deemed to beneficially own the 1,959,371 shares of the Common Stock owned directly
by LCIOP, or 0.9% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be
deemed an admission that LCIOP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIOP
disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP
No. 00835Q103
| 1. |
Names
of reporting persons
Peter
Hebert |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 3. |
SEC
Use Only
|
| 4. |
Source
of funds (see instructions)
OO |
| 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
0 |
| 8. |
Shared
voting power
16,651,687* |
| 9. |
Sole
dispositive power
0 |
| 10. |
Shared
dispositive power
16,651,687* |
| 11.
|
Aggregate
amount beneficially owned by each reporting person
16,651,687* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
7.6%* |
| 14. |
Type
of reporting person (see instructions)
IN |
| * |
Peter
Hebert may be deemed to beneficially own, in the aggregate, 16,651,687 shares of Common Stock, representing approximately 7.6% of
the 217,800,055 shares of Common Stock outstanding as of August 1, 2021, as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on August 9, 2022. The number of shares of Common Stock reported as beneficially
owned by Mr. Hebert are held by LVIV and LCIOP (collectively, the “LV Funds”). Mr. Hebert may be deemed to beneficially
own the 16,651,687 shares of Common Stock held by the LV Funds, or 7.6% of the shares of Common Stock deemed issued and outstanding
as of the Report Date. This report shall not be deemed an admission that Mr. Hebert is the beneficial owner of such securities for
purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of
his pecuniary interest therein. |
CUSIP
No. 00835Q103
| 1. |
Names
Of Reporting Persons
Josh
Wolfe |
| 2. |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐
|
| 3. |
SEC
Use Only
|
| 4. |
Source
of funds (see instructions)
OO |
| 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
0 |
| 8. |
Shared
voting power
16,651,687* |
| 9. |
Sole
dispositive power
0 |
| 10. |
Shared
dispositive power
16,651,687* |
| 11. |
Aggregate
amount beneficially owned by each reporting person
16,651,687* |
| 12. |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. |
Percent
of class represented by amount in Row (11)
7.6%* |
| 14. |
Type
of reporting person (see instructions)
IN |
| * |
Josh
Wolfe may be deemed to beneficially own, in the aggregate, 16,651,687 shares of Common Stock, representing approximately 7.6% of
the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on August 9, 2022. The number of shares of Common Stock reported as beneficially
owned by Mr. Wolfe are held by the LV Funds. Mr. Wolfe may be deemed to beneficially own the 16,651,687 shares of Common Stock held
by the LV Funds, or 7.6% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall
not be deemed an admission that Mr. Wolfe is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the
Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Item 5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is amended and restated as follows:
The
information set forth in the cover pages of the Schedule 13D is incorporated herein by reference.
For
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, LVPIV may be deemed to beneficially own approximately 6.7%
of the shares of the Issuer’s Common Stock outstanding as of the date hereof, LCIP may be deemed to beneficially own 0.9% of the
shares of the Issuer’s Common Stock outstanding as of the date hereof, and Mr. Hebert and Mr. Wolfe may be deemed to beneficially
own approximately 7.6% of the shares of the Issuer’s Common Stock deemed issued and outstanding as of the date hereof. The aggregate
percentage of Common Stock reported in this Item 5 and set forth in Row 13 of the cover pages filed herewith is calculated based upon
217,800,055 shares of Common Stock outstanding as of August 1, 2022, based on information reported in the Issuer’s Quarterly Report
on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022.
On
August 5, 2022, LVIV effected a pro rata distribution of 7,346,159 shares of Common Stock to its partners. No additional consideration
was paid by or to any person or entity in connection with such pro rata distribution.
There
have not been any transactions in the Common Stock effected by the Reporting Persons during the last sixty (60) days, except as set forth
in this Schedule 13D Amendment No. 2.
SIGNATURES
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.
Date:
August 15, 2022
| LUX
VENTURE PARTNERS IV, LLC |
|
| |
|
|
| By: |
/s/
Segolene Scarborough |
|
| |
Segolene
Scarborough, Attorney-in-Fact for |
|
| |
Peter
Hebert, Managing Member |
|
| |
|
|
| LUX
VENTURES IV, L.P. |
|
| |
|
|
| By: |
LUX
VENTURE PARTNERS IV, LLC |
|
| Its: |
General
Partner |
|
| |
|
|
| By: |
/s/
Segolene Scarborough |
|
| |
Segolene
Scarborough, Attorney-in-Fact for |
|
| |
Peter
Hebert, Managing Member |
|
| |
|
|
| LUX
CO-INVEST PARTNERS, LLC |
|
| |
|
|
| By: |
/s/
Segolene Scarborough |
|
| |
Segolene
Scarborough, Attorney-in-Fact for |
|
| |
Peter
Hebert, Managing Member |
|
| |
|
|
| LUX
CO-INVEST OPPORTUNITIES, L.P. |
|
| |
|
|
| By: |
LUX
CO-INVEST PARTNERS, LLC |
|
| Its: |
General
Partner |
|
| |
|
|
| By: |
/s/
Segolene Scarborough |
|
| |
Segolene
Scarborough, Attorney-in-Fact for |
|
| |
Peter
Hebert, Managing Member |
|
| /s/
Segolene Scarborough |
|
| Segolene
Scarborough, Attorney-in-Fact for |
|
| Peter
Hebert |
|
| /s/
Segolene Scarborough |
|
| Segolene
Scarborough, Attorney-in-Fact for |
|
| Josh
Wolfe |
|
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