SEC Form SC 13D/A filed by Bird Global Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bird Global, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
09077J107
(CUSIP Number)
David O. Sacks
c/o Craft Ventures
855 Front Street
San Francisco, CA 94111
(310) 403-7373
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 2023
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 (“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. 09077J107 |
13D | Page 1 of 7 pages |
| 1 |
Names of Reporting Persons
Craft Ventures I, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
7,321,832 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
7,321,832 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,321,832 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
2.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 09077J107 |
13D | Page 2 of 7 pages |
| 1 |
Names of Reporting Persons
Craft Ventures I-A, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
1,370,728 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
1,370,728 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,370,728 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
0.5% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 09077J107 |
13D | Page 3 of 7 pages |
| 1 |
Names of Reporting Persons
Craft Ventures I-B, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
807,504 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
807,504 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
807,504 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
0.3% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 09077J107 |
13D | Page 4 of 7 pages |
| 1 |
Names of Reporting Persons
Craft Ventures GP I, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
9,500,064 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
9,500,064 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,500,064 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09077J107 |
13D | Page 5 of 7 pages |
| 1 |
Names of Reporting Persons
David O. Sacks | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
9,500,064 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
9,500,064 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,500,064 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person
IN | |||||
| CUSIP No. 09077J107 |
13D | Page 6 of 7 pages |
Explanatory Statement
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 23, 2021, as amended, (the “Schedule 13D”) relating to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Bird Global, Inc., a Delaware corporation (the “Issuer”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the percent of class was calculated based on 286,401,832 shares of Class A Common Stock of the Issuer outstanding as of March 6, 2023, based on information reported by the Issuer in its Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 16, 2023.
Craft I directly owns 7,321,832 shares of Class A Common Stock, which represents approximately 2.6% of the outstanding Class A Common Stock.
Craft I-A directly owns 1,370,728 shares of Class A Common Stock, which represents approximately 0.5% of the outstanding Class A Common Stock.
Craft I-B directly owns 807,504 shares of Class A Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock.
Craft I GP, in its capacity as general partner of the Craft I Funds, may be deemed to beneficially own the 9,500,064 shares of Common Stock owned by the Craft I Funds, which represents approximately 3.3% of the outstanding Class A Common Stock.
David O. Sacks, in his capacity as a managing member of Craft I GP, may be deemed to beneficially own the 9,500,064 shares of Common Stock owned by the Craft I Funds, which represents approximately 3.3% of the outstanding Class A Common Stock.
| (c) | Information concerning transactions in the shares of Class A Common Stock effected within the last 60 days by the Reporting Persons is set forth in Annex I of this Schedule 13D. |
| (d) | None. |
| (e) | As of March 24, 2023, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Class A Common Stock. |
| CUSIP No. 09077J107 |
13D | Page 7 of 7 pages |
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: March 27, 2023
| Craft Ventures I, L.P. | ||
| By: Craft Ventures GP I, LLC, its general partner | ||
| By: | /s/ David O. Sacks | |
| Name: David O. Sacks | ||
| Title: Managing Member | ||
| Craft Ventures I-A, L.P. | ||
| By: Craft Ventures GP I, LLC, its general partner | ||
| By: | /s/ David O. Sacks | |
| Name: David O. Sacks | ||
| Title: Managing Member | ||
| Craft Ventures I-B, L.P. | ||
| By: Craft Ventures GP I, LLC, its general partner | ||
| By: | /s/ David O. Sacks | |
| Name: David O. Sacks | ||
| Title: Managing Member | ||
| Craft Ventures GP I, LLC | ||
| By: | /s/ David O. Sacks | |
| Name: David O. Sacks | ||
| Title: Managing Member | ||
| /s/ David O. Sacks | ||
| David O. Sacks | ||
Annex I
Information With Respect to Transactions of Class A Common Stock during the Past 60 Days
| Reporting Person Who Effected The Transaction |
Date of Transaction |
Number of Shares |
Type of Security |
Average Price Per Share |
Where and How the Transaction was Effected | |||||||||||
| Craft I |
03/20/2023 | 745,263 | Class A Common Stock |
$ | 0.112 | Open market sale on NYSE | ||||||||||
| Craft I-A |
03/20/2023 | 139,522 | Class A Common Stock |
$ | 0.112 | Open market sale on NYSE | ||||||||||
| Craft I-B |
03/20/2023 | 82,193 | Class A Common Stock |
$ | 0.112 | Open market sale on NYSE | ||||||||||
| Craft I |
03/21/2023 | 1,263,506 | Class A Common Stock |
$ | 0.1274 | Open market sale on NYSE | ||||||||||
| Craft I-A |
03/21/2023 | 236,542 | Class A Common Stock |
$ | 0.1274 | Open market sale on NYSE | ||||||||||
| Craft I-B |
03/21/2023 | 139,350 | Class A Common Stock |
$ | 0.1274 | Open market sale on NYSE | ||||||||||
| Craft I |
03/22/2023 | 751,801 | Class A Common Stock |
$ | 0.1246 | Open market sale on NYSE | ||||||||||
| Craft I-A |
03/22/2023 | 140,745 | Class A Common Stock |
$ | 0.1246 | Open market sale on NYSE | ||||||||||
| Craft I-B |
03/22/2023 | 82,914 | Class A Common Stock |
$ | 0.1246 | Open market sale on NYSE | ||||||||||
| Craft I |
03/23/2023 | 2,774,940 | Class A Common Stock |
$ | 0.1382 | Open market sale on NYSE | ||||||||||
| Craft I-A |
03/23/2023 | 519,500 | Class A Common Stock |
$ | 0.1382 | Open market sale on NYSE | ||||||||||
| Craft I-B |
03/23/2023 | 306,040 | Class A Common Stock |
$ | 0.1382 | Open market sale on NYSE | ||||||||||
| Craft I |
03/24/2023 | 7,912,186 | Class A Common Stock |
$ | 0.164471 | Open market sale on NYSE | ||||||||||
| Craft I-A |
03/24/2023 | 1,481,249 | Class A Common Stock |
$ | 0.164471 | Open market sale on NYSE | ||||||||||
| Craft I-B |
03/24/2023 | 872,614 | Class A Common Stock |
$ | 0.164471 | Open market sale on NYSE | ||||||||||