SEC Form SC 13G filed by Digital Brands Group Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Digital Brands Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25401N101

(CUSIP Number)

June 30, 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)

☒ 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Norwest Venture Partners XI, LP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     664,151
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     664,151
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     664,151
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.05%
12)		TYPE OF REPORTING PERSON     PN

 

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13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Genesis VC Partners XI, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     664,151
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     664,151
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     664,151
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.05%
12)		TYPE OF REPORTING PERSON     PN

 

3

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Norwest Venture Partners XII, LP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     664,151
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     664,151
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     664,151
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.05%
12)		TYPE OF REPORTING PERSON     PN

 

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13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Genesis VC Partners XII, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     664,151
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     664,151
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     664,151
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     6.05%
12)		TYPE OF REPORTING PERSON     PN

 

5

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     NVP Associates, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     1,328,302
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     1,328,302
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,328,302
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     12.1%
12)		TYPE OF REPORTING PERSON     PN

 

6

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Promod Haque
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     1,328,302
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     1,328,302
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,328,302
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     12.1%
12)		TYPE OF REPORTING PERSON     IN

 

7

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Jeffrey Crowe
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     1,328,302
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     1,328,302
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,328,302
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     12.1%
12)		TYPE OF REPORTING PERSON     IN

 

8

13G

CUSIP NO. 25401N101

 

1)		NAME OF REPORTING PERSON     Jon E. Kossow
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				(5)		SOLE VOTING POWER     1,328,302
				(6)		SHARED VOTING POWER     0
				(7)		SOLE DISPOSITIVE POWER     1,328,302
				(8)		SHARED DISPOSITIVE POWER     0

9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,328,302
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     12.1%
12)		TYPE OF REPORTING PERSON     IN

 

9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Item 1(a) Name of Issuer:

Digital Brands Group Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

4700 S. Boyle Ave.

Vernon, CA 90058

 

Item 2(a)

Name of Person Filing:

 

1.

Norwest Venture Partners XI, LP

 

2.

Genesis VC Partners XI, LLC

 

3.

Norwest Venture Partners XII, LP

 

4.

Genesis VC Partners XII, LLC

 

5.

NVP Associates, LLC

 

6.

Promod Haque

 

7.

Jeffrey Crowe

 

8.

Jon E. Kossow

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

1.

Norwest Venture Partners XI, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

 

2.

Genesis VC Partners XI, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

3.

Norwest Venture Partners XII, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

 

4.

Genesis VC Partners XII, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

5.

NVP Associates, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

6.

Promod Haque

525 University Ave, Suite 800

Palo Alto, CA 94301

 

7.

Jeffrey Crowe

525 University Ave, Suite 800

Palo Alto, CA 94301

 

8.

Jon E. Kossow

525 University Ave, Suite 800

Palo Alto, CA 94301

 

10

This statement is filed by Norwest Venture Partners XI, LP on its own behalf and on behalf of (a) Genesis VC Partners XI, LLC, (b) NVP Associates, LLC, (c) Promod Haque, (d) Jeffrey Crowe and (e) Jon E. Kossow pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners XI, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners XI, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners XI, LLC. Promod Haque, Jeffrey Crowe and Jon E. Kossow are co-Chief Executive Officers of NVP Associates, LLC.

This statement is filed by Norwest Venture Partners XII, LP on its own behalf and on behalf of (i) Genesis VC Partners XII, (ii) NVP Associates, LLC, (iii) Promod Haque, (iv) Jeffrey Crowe and (e) Jon E. Kossow pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners XII, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners XII, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners XII, LLC. Promod Haque, Jeffrey Crowe and Jon E. Kossow are co-Chief Executive Officers of NVP Associates, LLC.

 

Item 2(c)

Citizenship:

 

1.

Norwest Venture Partners XI, LP: Delaware

 

2.

Genesis VC Partners XI, LLC: Delaware

 

3.

Norwest Venture Partners XII, LP: Delaware

 

4.

Genesis VC Partners XII, LLC: Delaware

 

5.

NVP Associates, LLC: Delaware

 

6.

Promod Haque: United States of America

 

7.

Jeffrey Crowe: United States of America

 

8.

Jon E. Kossow: United States of America

 

Item 2(d)

Title of Class of Securities:

Common Stock

 

Item 2(e)

CUSIP Number:

25401N101

 

Item 3

Not Applicable

 

Item 4

Ownership:

(1) Norwest Venture Partners XI, LP (“NVP XI”): At June 30, 2021, NVP XI owned of record 664,151 shares of Issuer’s common stock (“Common Stock”). This amount represents 6.05% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners XI, LLC (“Genesis XI”): At June 30, 2021, Genesis XI may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XI, 664,151 shares of Common Stock. This amount represents 6.05% of the total shares of Common Stock outstanding at this date.

 

11

(3) Norwest Venture Partners XII, LP (“NVP XII”): At June 30, 2021, NVP XII owned of record 664,151 shares of Issuer’s Common Stock (“Common Stock”). This amount represents 6.05% of the total shares of Common Stock outstanding at this date.

(4) Genesis VC Partners XII, LLC (“Genesis XII”): At June 30, 2021, Genesis XII may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XII, 664,151 shares of Common Stock. This amount represents 6.05% of the total shares of Common Stock outstanding at this date.

(5) NVP Associates, LLC (“NVP Associates”): At June 30, 2021, NVP Associates may be deemed to have beneficially owned 1,328,302 shares of Common Stock consisting of the following: (1) 664,151 shares of Common Stock by virtue of its status as managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; and (2) 664,151 shares of Common Stock by virtue of its status as managing member of Genesis XII, the general partner of NVP XII, the record owner of such shares. This amount represents 12.1% of the total shares of Common Stock outstanding at this date.

(6) Promod Haque: At June 30, 2021, Promod Haque may be deemed to have beneficially owned 1,328,302 shares of Common Stock consisting of the following: (1) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; and (2) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, the general partner of NVP XII, the record owner of such shares. This amount represents 12.1% of the total shares of Common Stock outstanding at this date.

(7) Jeffrey Crowe: At June 30, 2021, Jeffrey Crowe may be deemed to have beneficially owned 1,328,302 shares of Common Stock consisting of the following: (1) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; and (2) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, the general partner of NVP XII, the record owner of such shares. This amount represents 12.1% of the total shares of Common Stock outstanding at this date.

(8) Jon E. Kossow: At June 30, 2021, Jon E. Kossow may be deemed to have beneficially owned 1,328,302 shares of Common Stock consisting of the following: (1) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; and (2) 664,151 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, the general partner of NVP XII, the record owner of such shares. This amount represents 12.1% of the total shares of Common Stock outstanding at this date.

 

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Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following ☐.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

 

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

 

Item 8

Identification and Classification of Members of the Group:

Not Applicable

 

Item 9

Notice of Dissolution of Group:

Not Applicable

 

Item 10

Certification:

Not applicable

 

13

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.

Date: August 9, 2021

 

NORWEST VENTURE PARTNERS XI, LP
By Genesis VC Partners XI, LLC, as general partner
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
NORWEST VENTURE PARTNERS XII, LP
By Genesis VC Partners XII, LLC, as general partner
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer

 

14

AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners XI, LP on its own behalf and on behalf of (a) Genesis VC Partners XI, LLC, a Delaware limited liability company,(b) Norwest Venture Partners XII, LP, a Delaware limited partnership,(c) Genesis VC Partners XII, LLC, a Delaware limited liability company,(d) NVP Associates, LLC, a Delaware limited liability company,(e) Promod Haque,(f) Jeffrey Crowe and (g) Jon E. Kossow.

Dated: August 9, 2021

Norwest Venture Partners XI, LP

 

By Genesis VC Partners XI, LLC, as general partner
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
Genesis VC Partners XI, LLC
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
Norwest Venture Partners XII, LP
By Genesis VC Partners XII, LLC, as general partner
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
Genesis VC Partners XII, LLC
By NVP Associates, LLC, as managing member
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
NVP Associates, LLC
By:		/s/ Matthew De Dominicis
		Matthew De Dominicis, Chief Financial Officer
/s/ Matthew De Dominicis
Matthew De Dominicis, as Attorney-in-fact for Promod Haque

 

15

/s/ Matthew De Dominicis

Matthew De Dominicis, as Attorney-in-fact for Jeffrey Crowe

/s/ Matthew De Dominicis

Matthew De Dominicis, as Attorney-in-fact for Jon E. Kossow

 

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