|
|
|
|
|
CUSIP No. 72703X106
|
|
13D
|
|
Page 2 of 6 pages
|
Item 1.
|
Security and Issuer.
|
This statement on Schedule 13D (the Schedule 13D) relates to the shares of Class A Common Stock, par value $0.0001 per share
(the Class A Common Stock), of Planet Labs PBC, a Delaware public benefit corporation (the Issuer), whose principal executive office is located at 645 Harrison Street, Floor 4, San Francisco, CA 94107. Prior to the
Business Combination (as defined below), the Issuer was known as dMY Technology Group, Inc. IV (dMY IV).
Item 2.
|
Identity and Background.
|
The Schedule 13D is being filed by William Marshall (the Reporting Person), a citizen of the United Kingdom. The business address
of the Reporting Person is c/o Planet Labs PBC, 645 Harrison Street, Floor 4, San Francisco, CA 94107. The Reporting Persons present principal occupation is Chief Executive Officer, Co-Founder and
Director of the Issuer.
During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting
Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination (as defined below), the Reporting Person received 10,578,793 shares of Class B common stock, par value $0.0001 per share, of the Issuer (the
Class B Common Stock) and 4,488,288 shares of Class A Common Stock underlying stock options of the Issuer, 2,987,088 of which are vested and exercisable within 60 days of the date hereof. Shares of Class B Common Stock may
be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a one-to-one basis.
Item 4.
|
Purpose of Transaction.
|
Business Combination
On December 7,
2021 (the Closing Date), pursuant to an agreement and plan of merger, dated as of July 7, 2021 (the Merger Agreement), by and among dMY IV, Photon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of
dMY IV (the First Merger Sub), Photon Merger Sub Two, LLC, a Delaware limited liability company and wholly owned subsidiary of dMY IV, and Planet Labs Inc., a Delaware corporation (Former Planet), First Merger Sub merged with
and into Former Planet with Former Planet being the surviving company as a wholly owned subsidiary of dMY IV (the First Merger). Immediately following the First Merger, Former Planet merged with and into dMY IV, with dMY IV being the
surviving company (the Second Merger and together with the First Merger, the Merger and, together with the other transactions contemplated by the Merger Agreement, the Business Combination). Following the Business
Combination, dMY IV was renamed Planet Labs PBC.