SEC Form SC 13G filed by Lulu's Fashion Lounge Holdings Inc.

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Lulu’s Fashion Lounge Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55003A108

(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:

* 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).

Lulu’s Fashion Lounge Holdings, Inc. (the “Issuer”).

195 Humboldt Avenue, Chico, California 95928

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

H.I.G. Growth Partners – Lulu’s Intermediate, LLC (“H.I.G. Intermediate”)

H.I.G. Growth Partners – Lulu’s, L.P. (“H.I.G. LP”);

H.I.G.-GPII, Inc. (“H.I.G. GP”);

Anthony Tamer; and

Sami Mnaymneh.

The principal business address of the Reporting Persons is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

Each of H.I.G. Intermediate, H.I.G. LP and H.I.G. GP are organized under the laws of the State of Delaware. Each of Messrs. Tamer and Mnaymneh are citizens of the United States.

Common Stock, par value $0.001 per share (“Common Stock”).

55003A108

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2021, based upon 38,421,124 shares of Common Stock outstanding as of December 10, 2021 based on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 16, 2021.

H.I.G. Intermediate is the record holder of the shares of Common Stock reported herein. H.I.G. GP is the general partner of H.I.G. LP, which is the manager of H.I.G. Intermediate. Anthony Tamer and Sami Mnaymneh are the sole shareholders of H.I.G. GP. As a result, each of Messrs. Tamer and Mnaymneh, H.I.G. GP and H.I.G. LP may be deemed to share beneficial ownership of the Common Stock held of record by H.I.G. Intermediate.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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:    February 14, 2022

LIST OF EXHIBITS