Statement of Ownership (sc 13g)
February 14 2022 - 4:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
View, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
92671V106
(CUSIP Number)
March 8,
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:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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).
Page 1 of 9
pages
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1.
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Names of Reporting Persons
Madrone Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) x (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
31,096,469 Shares (2)
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6.
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Shared Voting Power
0 Shares
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7.
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Sole Dispositive Power
31,096,469 Shares (2)
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8.
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Shared Dispositive Power
0 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
31,096,469 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount in
Row 9
14.3% (3)
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12.
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Type of Reporting Person (see instructions)
PN
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(1)
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This Schedule 13G is filed by Madrone Partners, L.P. (“Madrone”), Madrone Capital Partners,
LLC (“Madrone GP”), Greg Penner (“Penner”), Jameson McJunkin (“McJunkin”) and Thomas Patterson (“Patterson”
and, together with the Madrone, Madrone GP, Penner and McJunkin, the “Reporting Persons”). The Reporting Persons expressly
disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson
are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.
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(3)
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This percentage is calculated based on 217,076,712 shares of the Issuer's Class
A Common Stock outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities
and Exchange Commission on June 21, 2021.
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1.
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Names of Reporting Persons
Madrone Capital Partners, LLC
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) x (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
31,096,469 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
31,096,469 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
31,096,469 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount in
Row 9
14.3% (3)
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12.
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Type of Reporting Person (see instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G.
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(2)
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The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson
are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.
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(3)
|
This percentage is calculated based on 217,076,712 shares of the Issuer's Class
A Common Stock outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities
and Exchange Commission on June 21, 2021.
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1.
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Names of Reporting Persons
Greg Penner
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) x (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
31,096,469 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
31,096,469 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
31,096,469 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount in
Row 9
14.3% (3)
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12.
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Type of Reporting Person (see instructions)
IN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G.
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(2)
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The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson
are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.
|
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(3)
|
This percentage is calculated based on 217,076,712 shares of the Issuer's Class
A Common Stock outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities
and Exchange Commission on June 21, 2021.
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1.
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Names of Reporting Persons
Jameson McJunkin
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) x (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
31,096,469 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
31,096,469 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
31,096,469 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount in
Row 9
14.3% (3)
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12.
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Type of Reporting Person (see instructions)
IN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G.
|
|
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(2)
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The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson
are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.
|
|
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(3)
|
This percentage is calculated based on 217,076,712 shares of the Issuer's Class A Common Stock
outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities and Exchange
Commission on June 21, 2021.
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1.
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Names of Reporting Persons
Thomas Patterson
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) x (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
31,096,469 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
31,096,469 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
31,096,469 Shares (2)
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|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
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11.
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Percent of Class Represented by Amount in
Row 9
14.3% (3)
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12.
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Type of Reporting Person (see instructions)
IN
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(1)
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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)
|
The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson
are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.
|
|
|
(3)
|
This percentage is calculated based on 217,076,712 shares of the Issuer's Class A Common Stock
outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities and Exchange
Commission on June 21, 2021.
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Introductory
Note: This Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock, par
value $0.0001 per share (“Class A Common Stock”), of View, Inc.
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Item 1(a).
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Name of Issuer:
View, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
195 S. Milpitas Blvd.
Milpitas, CA 95035
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Item 2(a).
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Name of Person Filing:
Madrone Partners, L.P.
Madrone Capital Partners, LLC
Greg Penner
Jameson McJunkin
Thomas Patterson
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
1149 Chestnut Street, Suite 200, Menlo Park, California 94025
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Item 2(c).
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Citizenship:
All entities were organized in Delaware.
All Individuals are United States Citizens
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Item 2(d).
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Title of Class of Securities:
Class A Common Stock
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Item 2(e).
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CUSIP Number:
92671V106
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Item 3.
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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
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Item 4.
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Ownership
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The following information is presented as of December
31, 2021.
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Fund Entities
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Shares
Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class
(2)
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Madrone Partners L.P. (1)
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31,096,469
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31,096,469
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0
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31,096,469
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0
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31,096,469
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14.3
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%
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Madrone Capital Partners, LLC (1)
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0
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0
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31,096,469
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0
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31,096,469
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31,096,469
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14.3
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%
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Greg Penner (1)
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0
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0
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31,096,469
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0
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31,096,469
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31,096,469
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14.3
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%
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Jameson McJunkin (1)
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0
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0
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31,096,469
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0
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31,096,469
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31,096,469
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14.3
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%
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Thomas Patterson (1)
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0
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0
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31,096,469
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0
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31,096,469
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|
31,096,469
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14.3
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%
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(1)
|
The shares are held by Madrone. Madrone GP is the general partner
of Madrone. Greg Penner, Jameson McJunkin and Thomas Patterson are managers of Madrone GP and share voting and dispositive power over
the shares held by Madrone.
|
|
|
(2)
|
This percentage is calculated based on 217,076,712 shares of the Issuer's Class A Common Stock
outstanding as of May 31, 2021, as set forth in the Issuer's most recent Form 10-Q/A, filed with the Securities and Exchange
Commission on June 21, 2021.
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Item 5.
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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 5
percent of the class of securities, check the following ¨.
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
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Item 8.
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Identification and Classification of Members of the Group
Not applicable
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Item 9.
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Notice of Dissolution of a Group
Not applicable
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Item 10.
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Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
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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, 2022
Madrone Partners, L.P.
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By:
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Madrone Capital Partners, LLC
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its General Partner
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By:
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/s/ Thomas Patterson
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Name: Thomas Patterson
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Title: Manager
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Madrone Capital Partners, LLC
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By:
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/s/ Thomas Patterson
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Name: Thomas Patterson
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Title: Manager
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/s/ Greg Penner
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Greg Penner
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/s/ Thomas Patterson
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Thomas Patterson
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/s/ Jameson McJunkin
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Jameson McJunkin
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