SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eclipse Continuity GP I, LLC

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Owlet, Inc. [ OWLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/2025		A⁽¹⁾		3,898,906	A	⁽¹⁾	5,665,669	I	See footnote⁽²⁾
Common Stock								968,694	I	See footnote⁽³⁾
Common Stock								1,066,472	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Warrants (Right to Purchase Shares of Common Stock)	⁽¹⁾	10/10/2025		D⁽¹⁾			5,300,291	⁽¹⁾	⁽¹⁾	Common Stock	5,300,291	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Warrants (Right to Purchase Shares of Common Stock)	⁽¹⁾	10/10/2025		D⁽¹⁾			1,166,935	⁽¹⁾	⁽¹⁾	Common Stock	1,166,935	⁽¹⁾	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Eclipse Continuity GP I, LLC

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Eclipse Early Growth Fund I, L.P.

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Eclipse Early Growth GP I, LLC

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Eclipse Continuity Fund I, L.P.

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Eclipse Ventures GP I, LLC

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Eclipse Ventures Fund I, L.P.

(Last)

(First)

(Middle)

514 HIGH STREET, SUITE 4

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

Explanation of Responses:

1. On October 10, 2025, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") exchanged (a) warrants to purchase shares of Class A common stock, par value $0.0001 per share, of the Company (the "Common Stock"), that were initially issued in February 2023 in connection with the Company's issuance and sale of Series A Convertible Preferred Stock and (b) warrants to purchase shares of Common Stock that were initially issued in February 2024 in connection with the Company's issuance and sale of Series B Convertible Preferred Stock for the shares of Common Stock reported herein at a ratio of approximately 0.61 and 0.56 shares per warrant, respectively. The disposition or deemed disposition of the warrants and any shares of Common Stock that may have been be acquired upon exercise of such warrants and the acquisition of Common Stock in this exchange were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

2. The securities are held of record by Eclipse EGF I. Eclipse Early Growth GP I, LLC ("Eclipse EG GP I") is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EG GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any.

3. The securities are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Lior Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.

4. The securities are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I", and collectively with Eclipse EGF I and Eclipse I, the "Eclipse Funds"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any.

Remarks:

Lior Susan, the sole Managing Member of each of Eclipse EG GP I, Eclipse I GP and Eclipse Continuity GP, was elected to the board of directors of the Issuer as a representative of the Eclipse Funds. As a result, each of Eclipse EG GP I, Eclipse I GP and Eclipse Continuity GP and the Eclipse Funds is a director by deputization of the Issuer solely for purposes of Section 16 of the Act. Mr. Susan, due to his status as a director of the Issuer, files separate Section 16 reports.

	Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner, /s/ Lior Susan, Managing Member	10/15/2025
	Eclipse Early Growth GP I LLC, by /s/ Lior Susan, Managing Member	10/15/2025
	Eclipse Continuity GP I, LLC, /s/ Lior Susan, Managing Member	10/15/2025
	Eclipse Continuity Fund I, L.P., By: Eclipse Continuity GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member	10/15/2025
	Eclipse Ventures GP I, LLC, /s/ Lior Susan, Managing Member	10/15/2025
	Eclipse Ventures Fund I, L.P., By: Eclipse Ventures GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director by Deputization Eclipse Continuity Gp I, Llc was granted 3,898,906 shares (SEC Form 4)