Amended Statement of Ownership (sc 13g/a)
February 22 2022 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1 – Exit Filing)*
Under
the Securities Exchange Act of 1934
Ouster,
Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Titles
of Class of Securities)
G2283K110
(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)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out of 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 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, as amended (the “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. G2283K110 |
13G |
Page
2 of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jacob
Goldfield |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
- 0 - |
| 6 |
SHARED
VOTING POWER
8,117,834 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
8,117,834 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,117,834
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%(1) |
| 12 |
TYPE
OF REPORTING PERSON*
IN
|
| |
|
|
|
|
|
(1)
The calculation is based on 171,604,276 shares of Common Stock (as defined herein) issued and outstanding as of November 11, 2021 as
reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission on November 15, 2021.
| CUSIP
No. G2283K110 |
13G |
Page
3 of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sharing
LLC Ouster PS |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
| 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
60,484 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
60,484 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,484
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% (2) |
| 12 |
TYPE
OF REPORTING PERSON*
OO
|
| |
|
|
|
|
|
(2)
The calculation is based on 171,604,276 shares of Common Stock issued and outstanding as of November 11, 2021 as reported in the Issuer’s
Form 10-Q/A filed with the Securities and Exchange Commission on November 15, 2021.
| CUSIP
No. G2283K110 |
13G |
Page
4 of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sharing
LLC Ouster 2 PS |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
| 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
5,126,512 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
5,126,512 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,126,512
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0% (3) |
| 12 |
TYPE
OF REPORTING PERSON*
OO
|
| |
|
|
|
|
|
(3)
The calculation is based on 171,604,276 shares of Common Stock issued and outstanding as of November 11, 2021 as reported in the Issuer’s
Form 10-Q/A filed with the Securities and Exchange Commission on November 15, 2021.
| CUSIP
No. G2283K110 |
13G |
Page
5 of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sharing
LLC Ouster 3 PS |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
| 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
2,930,838 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
2,930,838 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,930,838
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% (4) |
| 12 |
TYPE
OF REPORTING PERSON*
OO
|
| |
|
|
|
|
|
(4)
The calculation is based on 171,604,276 shares of Common Stock issued and outstanding as of November 11, 2021 as reported in the Issuer’s
Form 10-Q/A filed with the Securities and Exchange Commission on November 15, 2021.
| Item 1(a). |
Name of Issuer: |
Ouster,
Inc. (f/k/a Colonnade Acquisition Corp.)
| Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
1400
Centrepark Blvd, Suite 810
West Palm Beach, FL 33401
| Item 2(a). |
Name of Person Filing: |
This Schedule 13G is being filed jointly by:
(i)
Sharing LLC Ouster PS, a series of a Delaware series limited liability company (“Sharing”);
(ii)
Sharing LLC Ouster 2 PS, a series of a Delaware series limited liability company (“Sharing 2”);
(iii)
Sharing LLC Ouster 3 PS, a series of a Delaware series limited liability company (“Sharing 3”); and
(iv)
Jacob Goldfield, the sole managing member of Sharing LLC, a Delaware series limited liability company, of which each of Sharing, Sharing
2 and Sharing 3 are a series.
Because
of the relationship of Mr. Goldfield to Sharing, Sharing 2 and Sharing 3, Mr. Goldfield may be deemed to beneficially own the shares
of Common Stock set forth in this statement.
Each
of Mr. Goldfield, Sharing, Sharing 2 and Sharing 3 is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
| Item 2(b). |
Address of Principal
Business Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is as follows:
33
Union Square West
New
York, New York 10003
See
responses to Item 4 of each of the cover pages.
| Item 2(d). |
Titles of Classes of
Securities: |
Common
Stock, par value $0.0001 per share (“Common Stock”)
G2283K110
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check
Whether the Person Filing is a(n): |
| |
(a) |
o Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| |
(b) |
o Bank as
defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| |
(c) |
o Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| |
(d) |
o Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| |
(e) |
o Investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| |
(f) |
o Employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| |
(g) |
o Parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| |
(h) |
o Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| |
(i) |
o Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3). |
| |
(j) |
o Non-U.S.
institution in accordance with §240. 13d-1(b)(1)(ii)(J). |
| |
(k) |
o Group in
accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
| Item
4. |
Ownership
|
| |
(a) |
Amount
Beneficially Owned: |
| |
|
See
responses to Item 9 on each cover page. |
| |
(b) |
Percent
of Class: |
| |
|
See
responses to Item 11 on each cover page. |
| |
(c) |
Number
of shares as to which such person has: |
| |
|
(i) |
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page. |
| |
(ii) |
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page. |
| |
(iii) |
Sole
power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page. |
| |
(iv) |
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page. |
| 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.
|
Not
Applicable.
| Item 8. |
Identification and Classification
of Members of the Group. |
Not
Applicable.
| Item 9. |
Notice of Dissolution
of Group. |
Not
Applicable.
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 that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-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 18, 2022
| |
Jacob
Goldfield
|
| |
By: |
/s/
Jacob Goldfield |
| |
Name: |
Jacob
Goldfield |
| |
|
|
| |
Sharing
LLC Ouster PS |
| |
|
| |
|
| |
By: |
/s/
Jacob Goldfield |
| |
Name: |
Jacob
Goldfield |
| |
Title:
|
Managing
Member |
| |
|
|
| |
Sharing
LLC Ouster 2 PS |
| |
|
| |
|
| |
By: |
/s/
Jacob Goldfield |
| |
Name: |
Jacob
Goldfield |
| |
Title:
|
Managing
Member |
| |
|
| |
Sharing
LLC Ouster 3 PS |
| |
|
| |
|
| |
By: |
/s/
Jacob Goldfield |
| |
Name: |
Jacob
Goldfield |
| |
Title:
|
Managing
Member |
Exhibit
Index
| Exhibit
1 |
Joint
Filing Agreement, by and among Sharing, Sharing 2, Sharing 3 and Jacob Goldfield, dated as of March 23, 2021.* |
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