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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Oklo Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02156V109 (CUSIP Number) |
Samuel H. Altman 3190 Coronado Dr.,, Santa Clara, CA, 95054 650-550-0127 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (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 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 (“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).
SCHEDULE 13D
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| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Samuel H. Altman | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,650,402.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 414,295 shares of Class A Common Stock of the Issuer held by Altman Holdco, LLC ("Altman Holdco"), (ii) 478,500 shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. and (iii) 5,757,607 shares of Class A Common Stock of the Issuer held by the Samuel H. Altman Revocable Trust, of which the Reporting Person serves as co-trustee. The Samuel H. Altman Revocable Trust is the managing member of Altman Holdco. Mr. Altman is co-trustee of the Samuel H. Altman Revocable Trust and, as a result, may be deemed to hold voting and dispositive power with respect to the shares held by Altman Holdco. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13D
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| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Hydrazine Capital II, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13D
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| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Hydrazine Capital II, GP, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13D
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| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Apollo Projects, 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)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
478,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13D
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| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Apollo Projects GP, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
478,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. Apollo Projects GP, LLC is the general partner of Apollo Projects, L.P. The Reporting Person is the managing member of Apollo Projects GP, LLC and, as a result, may be deemed to have voting and dispositive power with respect to the shares held by Apollo Projects, L.P. Percentage ownership is calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Oklo Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3190 Coronado Dr., Santa Clara,
CALIFORNIA
, 95054. | |
Item 1 Comment:
EXPLANATORY STATEMENT
This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed by Reporting Persons on December 23, 2024 (the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(e) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. | |
| (b) | The Reporting Persons beneficially owns an aggregate of 6,650,402 shares of Class A Common Stock, which consists of (i) 414,295 shares of Class A Common Stock of the Issuer held by Altman Holdco, (ii) 478,500 shares of Class A Common Stock of the Issuer held by Apollo Projects, L.P. and (iii) 5,757,607 shares of Class A Common Stock held by the Samuel H. Altman Revocable Trust, representing approximately 4.8% of the outstanding shares of Class A Common Stock. The percent of class was calculated based on 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025. | |
| (c) | On March 6, 2025, Hydrazine Capital II, L.P. made a distribution in-kind of 3,732,379 shares of Class A Common Stock, of which 414,295 shares of Class A Common Stock were received by Altman Holdco and 407 shares of Class A Common Stock were received by the Samuel H. Altman Revocable Trust. Except as set forth above, during the past 60 days, the Reporting Persons have not effected any transactions in the Issuer's Class A Common Stock. | |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Statement. | |
| (e) | As of March 6, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Common Stock of the Issuer. | |
| 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.
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