SEC Form SC 13D/A filed by Aeva Technologies Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AEVA TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00835Q103
(CUSIP Number)
Peter Hebert Lux Capital Management, LLC 920 Broadway, 11th Floor New York, NY 10010 (646) 475-4385 |
with copies to: Robert G. Minion, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (646) 414-6930 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 5, 2022
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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, as amended (“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).
CUSIP No. 00835Q103
| 1. | Names of reporting persons
Lux Venture Partners IV, 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 |
7. | Sole voting power
0 |
| 8. | Shared voting power
14,692,316* | |
| 9. | Sole dispositive power
0 | |
| 10. | Shared dispositive power
14,692,316* |
| 11. | Aggregate amount beneficially owned by each reporting person
14,692,316* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
6.7%* |
| 14. | Type of reporting person (see instructions)
HC |
| * | Lux Ventures IV, L.P. (“LVIV”) directly owns 14,692,316 shares of common stock, par value $0.0001 per share (“Common Stock”) of Aeva Technologies, Inc. (the “Issuer”), representing approximately 6.7% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. Lux Venture Partners IV, LLC (“LVPIV”) is the general partner of LVIV and exercises voting and dispositive power over the shares of Common Stock owned by LVIV. Peter Hebert and Josh Wolfe (the “Individual Managers”) are the individual managing members of LVPIV and may be deemed to beneficially own the 14,692,316 shares of Common Stock owned directly by LVIV, or 6.7% of the shares of Common Stock deemed issued and outstanding as of the filing date of this report (the “Report Date”). This report shall not be deemed an admission that LVPIV is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVPIV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP No. 00835Q103
| 1. | Names of reporting persons
Lux Ventures IV, 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 |
7. | Sole voting power
0 |
| 8. | Shared voting power
14,692,316* | |
| 9. | Sole dispositive power
0 | |
| 10 | Shared dispositive power
14,692,316* |
| 11. | Aggregate amount beneficially owned by each reporting person
14,692,316* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
6.7%* |
| 14. | Type of reporting person (see instructions)
PN |
| * | LVIV directly owns 14,692,316 shares of Common Stock, representing approximately 6.7% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. LVPIV is the general partner of LVIV and exercises voting and dispositive power over the shares of Common Stock owned by LVIV. The Individual Managers may be deemed to beneficially own the 14,692,316 shares of Common Stock owned directly by LVIV, or 6.7% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed an admission that LVIV is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVIV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP No. 00835Q103
| 1. | Names of reporting persons
Lux Co-Invest Partners, 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 |
7. | Sole voting power
0 |
| 8. | Shared voting power
1,959,371* | |
| 9. | Sole dispositive power
0 | |
| 10. | Shared dispositive power
1,959,371* |
| 11. | Aggregate amount beneficially owned by each reporting person
1,959,371* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
0.9%* |
| 14. | Type of reporting person (see instructions)
HC |
| * | Lux Co-Invest Opportunities, L.P. (“LCIOP”) directly owns 1,959,371 shares of Common Stock, representing approximately 0.9% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. Lux Co-Invest Partners, LLC (“LCIP”) is the general partner of LCIOP and exercises voting and dispositive power over the shares of Common Stock owned by LCIOP. The Individual Managers are the individual managing members of LCIP and may be deemed to beneficially own the 1,959,371 shares of Common Stock owned directly by LCIOP, or 0.9% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed an admission that LCIP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP No. 00835Q103
| 1. | Names of reporting persons
Lux Co-Invest Opportunities, 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 |
7. | Sole voting power
0 |
| 8. | Shared voting power
1,959,371* | |
| 9. | Sole dispositive power
0 | |
| 10. | Shared dispositive power
1,959,371* |
| 11. | Aggregate amount beneficially owned by each reporting person
1,959,371* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
0.9%* |
| 14. | Type of reporting person (see instructions)
PN |
| * | LCIOP directly owns 1,959,371 shares of Common Stock, representing approximately 0.9% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. LCIP is the general partner of LCIOP and exercises voting and dispositive power over the shares of Common Stock owned by LCIOP. The Individual Managers may be deemed to beneficially own the 1,959,371 shares of the Common Stock owned directly by LCIOP, or 0.9% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed an admission that LCIOP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIOP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
CUSIP No. 00835Q103
| 1. | Names of reporting persons
Peter Hebert |
| 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
United States of America |
Number of shares beneficially owned by each reporting person with |
7. | Sole voting power
0 |
| 8. | Shared voting power
16,651,687* | |
| 9. | Sole dispositive power
0 | |
| 10. | Shared dispositive power
16,651,687* |
| 11. | Aggregate amount beneficially owned by each reporting person
16,651,687* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
7.6%* |
| 14. | Type of reporting person (see instructions)
IN |
| * | Peter Hebert may be deemed to beneficially own, in the aggregate, 16,651,687 shares of Common Stock, representing approximately 7.6% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. The number of shares of Common Stock reported as beneficially owned by Mr. Hebert are held by LVIV and LCIOP (collectively, the “LV Funds”). Mr. Hebert may be deemed to beneficially own the 16,651,687 shares of Common Stock held by the LV Funds, or 7.6% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed an admission that Mr. Hebert is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
CUSIP No. 00835Q103
| 1. | Names Of Reporting Persons
Josh Wolfe |
| 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
United States of America |
Number of shares beneficially owned by each reporting person with |
7. | Sole voting power
0 |
| 8. | Shared voting power
16,651,687* | |
| 9. | Sole dispositive power
0 | |
| 10. | Shared dispositive power
16,651,687* |
| 11. | Aggregate amount beneficially owned by each reporting person
16,651,687* |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| 13. | Percent of class represented by amount in Row (11)
7.6%* |
| 14. | Type of reporting person (see instructions)
IN |
| * | Josh Wolfe may be deemed to beneficially own, in the aggregate, 16,651,687 shares of Common Stock, representing approximately 7.6% of the 217,800,055 shares of Common Stock outstanding as of August 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022. The number of shares of Common Stock reported as beneficially owned by Mr. Wolfe are held by the LV Funds. Mr. Wolfe may be deemed to beneficially own the 16,651,687 shares of Common Stock held by the LV Funds, or 7.6% of the shares of Common Stock deemed issued and outstanding as of the Report Date. This report shall not be deemed an admission that Mr. Wolfe is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated as follows:
The information set forth in the cover pages of the Schedule 13D is incorporated herein by reference.
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, LVPIV may be deemed to beneficially own approximately 6.7% of the shares of the Issuer’s Common Stock outstanding as of the date hereof, LCIP may be deemed to beneficially own 0.9% of the shares of the Issuer’s Common Stock outstanding as of the date hereof, and Mr. Hebert and Mr. Wolfe may be deemed to beneficially own approximately 7.6% of the shares of the Issuer’s Common Stock deemed issued and outstanding as of the date hereof. The aggregate percentage of Common Stock reported in this Item 5 and set forth in Row 13 of the cover pages filed herewith is calculated based upon 217,800,055 shares of Common Stock outstanding as of August 1, 2022, based on information reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2022.
On August 5, 2022, LVIV effected a pro rata distribution of 7,346,159 shares of Common Stock to its partners. No additional consideration was paid by or to any person or entity in connection with such pro rata distribution.
There have not been any transactions in the Common Stock effected by the Reporting Persons during the last sixty (60) days, except as set forth in this Schedule 13D Amendment No. 2.
SIGNATURES
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.
Date: August 15, 2022
| LUX VENTURE PARTNERS IV, LLC | ||
| By: | /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | ||
| Peter Hebert, Managing Member | ||
| LUX VENTURES IV, L.P. | ||
| By: | LUX VENTURE PARTNERS IV, LLC | |
| Its: | General Partner | |
| By: | /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | ||
| Peter Hebert, Managing Member | ||
| LUX CO-INVEST PARTNERS, LLC | ||
| By: | /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | ||
| Peter Hebert, Managing Member | ||
| LUX CO-INVEST OPPORTUNITIES, L.P. | ||
| By: | LUX CO-INVEST PARTNERS, LLC | |
| Its: | General Partner | |
| By: | /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | ||
| Peter Hebert, Managing Member | ||
| /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | |
| Peter Hebert |
| /s/ Segolene Scarborough | |
| Segolene Scarborough, Attorney-in-Fact for | |
| Josh Wolfe |