SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Cyngn,Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23257B107
(CUSIP Number)
December 31, 2021
(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)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*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).
(Continued on following pages)
Page 1 of 23 Pages
Exhibit Index Contained on Page 22
CUSIP NO. 23257B107 | 13 G | Page 2 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners VI, L.P. (“BCP VI”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 239,529 shares, except that Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”), the general partner of BCP VI, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”), the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 239,529 shares, except that BCMC VI, the general partner of BCP VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,529 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 3 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VI, L.P. (“BFF VI”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 14,980 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 14,980 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,980 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 4 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 9,832 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 9,832 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 5 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. VI, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,162 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 23257B107 | 13 G | Page 6 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners VII, L.P. (“BCP VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 7,111,971 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 7,111,971 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,111,971 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 26.9% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 7 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII, L.P. (“BFF VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 789,847 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 789,847 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,847 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 8 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 1,046,807 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,046,807 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,046,807 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 23257B107 | 13 G | Page 9 of 23 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. VII, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 8,948,625 shares, of which 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 8,948,625 shares, of which 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,948,625 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.9% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 23257B107 | 13 G | Page 10 of 23 |
| 1 | NAME OF REPORTING PERSON Alexandre Balkanski |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, a member of BCMC VI, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, a member of BCMC VI, may be deemed to have shared power to |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,162 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 11 of 23 |
| 1 | NAME OF REPORTING PERSON Matthew R. Cohler |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 12 of 23 |
| 1 | NAME OF REPORTING PERSON Bruce W. Dunlevie |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 13 of 23 |
| 1 | NAME OF REPORTING PERSON Peter Fenton |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 14 of 23 |
| 1 | NAME OF REPORTING PERSON J. William Gurley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 15 of 23 |
| 1 | NAME OF REPORTING PERSON Kevin R. Harvey |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 16 of 23 |
| 1 | NAME OF REPORTING PERSON Robert C. Kagle |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Kagle, a member of BCMC VI, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 290,162 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B and 25,821 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Kagle, a member of BCMC VI, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,162 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 17 of 23 |
| 1 | NAME OF REPORTING PERSON Mitchell H. Lasky |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 9,238,787 shares, of which 239,529 are directly owned by BCP VI, 14,980 are directly owned by BFF VI, 9,832 are directly owned by BFF VI-B, 25,821 are held in nominee form for the benefit of persons associated with BCMC VI, 7,111,971 are directly owned by BCP VII, 789,847 are directly owned by BFF VII and 1,046,807 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,787 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.0% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 23257B107 | 13 G | Page 18 of 23 |
| ITEM 1(A). | NAME OF ISSUER |
Cyngn, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1015 O’Brien Dr.
Menlo Park, CA 94025
| ITEM 2(A). | NAME OF PERSONS FILING
This Statement is filed by BCP VI, BFF VI, BFF V-B, BCMC VI, BCP VII, BFF VII, BFF VII-B, BCMC VII and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Benchmark
2965 Woodside Road
Woodside, California 94062
| ITEM 2(C). | CITIZENSHIP |
BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships. BCMC VI and BCMC VII are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock
CUSIP # 23257B107
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
CUSIP NO. 23257B107 | 13 G | Page 19 of 23 |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 26,434,285 shares of Common Stock of the issuer outstanding as of November 17, 2021 as reported by the issuer on Form 10-Q for the period ended September 30, 2021 and filed with the Securities and Exchange Commission on November 19, 2021).
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, and the limited liability company agreements of BCMC VI and BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
CUSIP NO. 23257B107 | 13 G | Page 20 of 23 |
| ITEM 10. | CERTIFICATION |
Not applicable.
CUSIP NO. 23257B107 | 13 G | Page 21 of 23 |
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: February 14, 2022
| BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| ALEXANDRE BALKANSKI | ||
| MATTHEW R. COHLER | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu | ||
| Attorney-in-Fact* | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
CUSIP NO. 23257B107 | 13 G | Page 22 of 23 |
EXHIBIT INDEX
| Exhibit | Found
on Sequentially Numbered Page |
| Exhibit A: Agreement of Joint Filing | 23 |
CUSIP NO. 23257B107 | 13 G | Page 23 of 23 |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Cyngn, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2022
| BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| ALEXANDRE BALKANSKI | ||
| MATTHEW R. COHLER | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu | ||
| Attorney-in-Fact* | ||