Amendment: SEC Form SCHEDULE 13G/A filed by Cricut Inc.
$CRCT
Industrial Machinery/Components
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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Cricut, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
22658D100 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 22658D100 |
| 1 | Names of Reporting Persons
Petrus Trust Company, LTA | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
122,964,554.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
70.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares set forth in Rows 5, 7 and 9 consist of (a) 120,882,351 shares of Class B Common Stock held of record by HWGAA, L.P. (HWGAA) and for which Petrus Capital Management, LLC (PCM) serves as the general partner and (b) 2,082,203 shares of Class B Common Stock held of record by Petrus Employee Profit Share, L.P. (PAM2) and for which PAM Partners GP, LLC (PAM Partners GP) serves as the general partner. Petrus Trust Company, LTA (PTC) serves as an investment advisor to HWGAA and PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA and PAM2. No single person controls investment or voting decisions with respect to the shares beneficially owned by PTC.
The percentage set forth in Row 11 is calculated based on 174,593,539 shares of Class A Common Stock of the Issuer, which includes 51,628,985 shares of Class A Common Stock outstanding as of March 31, 2025 plus 122,964,554 shares of convertible Class B Common Stock beneficially owned by PTC.
SCHEDULE 13G
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| CUSIP No. | 22658D100 |
| 1 | Names of Reporting Persons
Petrus Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
120,882,351.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
70.07 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares set forth in Rows 5, 7 and 9 consist of 120,882,351 shares of Class B Common Stock held of record by HWGAA, for which PCM serves as the general partner. PTC serves as an investment advisor to HWGAA. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA. Each member of the investment committee has one vote, and the approval of two of the three members is required to approve an action of the investment committee. No single person controls investment or voting decisions with respect to the shares beneficially owned by PCM.
The percentage set forth in Row 11 is calculated based on 172,511,336 shares of Class A Common Stock of the Issuer, which includes 51,628,985 shares of Class A Common Stock outstanding as of March 31, 2025 plus 120,882,351 shares of convertible Class B Common Stock beneficially owned by PCM.
SCHEDULE 13G
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| CUSIP No. | 22658D100 |
| 1 | Names of Reporting Persons
HWGAA, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
120,882,351.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
70.07 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares set forth in Rows 5, 7 and 9 consist of 120,882,351 shares of Class B Common Stock held of record by HWGAA, for which PCM serves as the general partner. PTC serves as an investment advisor to HWGAA. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA. Each member of the investment committee has one vote, and the approval of two of the three members is required to approve an action of the investment committee. No single person controls investment or voting decisions with respect to the shares held by HWGAA.
The percentage set forth in Row 11 is calculated based on 172,511,336 shares of Class A Common Stock of the Issuer, which includes 51,628,985 shares of Class A Common Stock outstanding as of March 31, 2025 plus 120,882,351 shares of convertible Class B Common Stock held of record by HWGAA.
SCHEDULE 13G
|
| CUSIP No. | 22658D100 |
| 1 | Names of Reporting Persons
Petrus Employee Profit Share, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,082,203.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.88 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares set forth in Rows 5, 7 and 9 consist of 2,082,203 shares of Class B Common Stock held of record by PAM2 and for which PAM Partners GP serves as the general partner. PTC serves as an investment advisor to PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by PAM2. No single person controls investment or voting decisions with respect to the shares held by PAM2.
The percentage set forth in Row 11 is calculated based on 53,711,118 shares of Class A Common Stock of the Issuer, which includes 51,628,985 shares of Class A Common Stock outstanding as of March 31, 2025 plus 2,082,203 shares of convertible Class B Common Stock held of record by PAM2.
SCHEDULE 13G
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| CUSIP No. | 22658D100 |
| 1 | Names of Reporting Persons
PAM Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,082,203.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.88 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares set forth in Rows 5, 7 and 9 consist of 2,082,203 shares of Class B Common Stock held of record by PAM2 and for which PAM Partners GP serves as the general partner. PTC serves as an investment advisor to PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA and PAM2. No single person controls investment or voting decisions with respect to the shares beneficially owned by PAM Partners GP.
The percentage set forth in Row 11 is calculated based on 53,711,188 shares of Class A Common Stock of the Issuer, which includes 51,628,985 shares of Class A Common Stock outstanding as of March 31, 2025 plus 2,082,203 shares of convertible Class B Common Stock beneficially owned by PAM Partners GP.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cricut, Inc. | |
| (b) | Address of issuer's principal executive offices:
10855 South River Front Parkway, Suite 600 South Jordan, UT 84095 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is a reporting person ("Reporting Person"):
Petrus Trust Company, LTA
Petrus Capital Management, LLC
HWGAA, L.P.
Petrus Employee Profit Share, L.P.
PAM Partners GP, LLC | |
| (b) | Address or principal business office or, if none, residence:
c/o Petrus Trust Company
3000 Turtle Creek Boulevard
Dallas, Texas 75219 | |
| (c) | Citizenship:
Reference is made to the response to Row 4 on each of pages 2-6 of this Schedule 13G/A (this "Schedule"), which responses are incorporated herein by reference. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
22658D100 | |
| Item 3. | 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference is made to the response to Row 9 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | |
| (b) | Percent of class:
Reference is made to the response to Row 11 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Reference is made to the response to Row 5 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
Reference is made to the response to Row 6 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Reference is made to the response to Row 7 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Reference is made to the response to Row 8 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | 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. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 14, 2022). |