Amendment: SEC Form SCHEDULE 13D/A filed by Owlet Inc.
$OWLT
Industrial Machinery/Components
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Owlet, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
69120X206 (CUSIP Number) |
Amy McCullough c/o Trilogy Equity Partners, LLC, 155 108th Ave NE, Suite 400 Bellevue, WA, 98004 425-458-5900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (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. | 69120X206 |
| 1 |
Name of reporting person
Trilogy Equity Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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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: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,022,178.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents the following securities held directly by the Reporting Person: (i) 1,567,468 shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Common Stock"), (ii) 158,309 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, pursuant to an investment agreement entered into as of February 17, 2023 (the "2023 Investment Agreement"), and (iii) 296,401 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock, pursuant to an investment agreement entered into as of February 25, 2024 (the "2024 Investment Agreement").
Calculations of the percentage of the shares of Common Stock beneficially owned assumes (i) 22,788,420 shares of Common Stock outstanding as of October 10, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission (the "SEC") on October 14, 2025, (ii) 158,309 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2023 Investment Agreement, and (iii) 296,401 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2024 Investment Agreement described herein.
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:
Owlet, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2940 West Maple Loop Drive, Suite 203, Lehi,
UTAH
, 84048. | |
Item 1 Comment:
This amendment ("Amendment No. 4") amends and supplements the Schedule 13D originally filed with the SEC on July 29, 2021, Amendment No. 1 filed with the SEC on February 23, 2023, Amendment No. 2 filed on March 1, 2024, and Amendment No. 3 filed with the SEC on August 22, 2024 (collectively, the "Schedule"), and relates to the Common Stock of Owlet, Inc., a Delaware corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule. Other than as set forth below, all Items in the Schedule 13D are materially unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is amended and supplemented to add the following:
The information in Item 5(c) of this Amendment No. 4 is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4(a) is amended and supplemented to add the following:
The information in Item 5(c) of this Amendment No. 4 is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Trilogy Equity Partners, LLC, a Delaware limited liability company (the "Reporting Person") beneficially owns 2,022,178 shares of Common Stock, or approximately 8.7% of the outstanding Common Stock. This percentage is based on the assumption of (i) 22,788,420 shares of Common Stock outstanding as of October 10, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on October 14, 2025, (ii) 158,309 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2023 Investment Agreement, and (iii) 296,401 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2024 Investment Agreement. | |
| (b) | The Reporting Person, has the sole power to vote and dispose, or direct the voting or disposition, of all shares of the Common Stock held by it. | |
| (c) | On October 10, 2025, the Reporting Person exchanged (i) 712,915 warrants to purchase shares of Common Stock that were initially issued in February 2023 in connection with the Issuer's issuance and sale of Series A Convertible Preferred Stock and (ii) 444,601 warrants to purchase shares of Common Stock that were initially issued in February 2024 in connection with the Issuer's issuance and sale of Series B Convertible Preferred Stock for shares of Common Stock at a ratio of 0.61 and 0.56 shares per warrant, respectively. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is amended and supplemented to add the following:
The information in Item 5(c) of this Amendment No. 4 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Exchange Agreement, dated as of August 7, 2025, by and among Owlet, Inc. and the holders thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed with the SEC on August 13, 2025). | ||
| 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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