SEC Form SC 13G filed by Rockley Photonics Holdings Limited

1

NAMES OF REPORTING PERSONS

 

 

Whitebox Advisors 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

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

14,317,982 (see item 4)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

14,317,982 (see item 4)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

14,317,982 (see item 4)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

9.99% (see item 4)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IA

 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

Whitebox General Partner 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

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

14,317,982 (see item 4)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

14,317,982 (see item 4)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

14,317,982 (see item 4)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

9.99% (see item 4)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

OO

 

 

 

 

Item 1.

(a).

Name of Issuer:

 

 

 

Rockley Photonics Holdings Limited

 

 

(b).

Address of issuer’s principal executive offices:

 

 

 

3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom

 

Item 2.

(a).

Name of person filing:

 

 

 

This statement is filed by:

 

 

 

(ii)     Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).

 

 

(b).

Address or principal business office or, if none, residence:

 

 

 

The address of the business office of WA and WGP is:

3033 Excelsior Boulevard

Suite 500

Minneapolis, MN 55416

 

 

(c).

Citizenship:

 

 

 

WA and WGP are organized under the laws of the State of Delaware.

 

 

(d).

Title of class of securities:

 

 

 

Ordinary shares, $0.000004026575398 par value per share (“Ordinary Shares”)

 

 

(e).

CUSIP No.:

 

 

 

G7614L109

 

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

 

Each of WA and WGP is deemed to be the beneficial owner of 14,317,982 Ordinary Shares, as a result of WA’s clients’ ownership of: (i) warrants to purchase 4,870,130 Ordinary Shares at an exercise price of $5.00 per Ordinary Share (“Warrants”); (ii) $15,000,000 principal amount of Convertible Senior Secured Notes due 2026 (“Notes”), which are convertible into 4,870,130 Ordinary Shares based on the initial conversion price of $3.08 per Ordinary Share; and (iii) the option to acquire an additional $15,000,000 principal amount of Notes, which option is exercisable for a period of 12 months following the effective date of the registration statement covering the Ordinary Shares underlying the Notes, with each of (i) through (iii) subject to the Beneficial Ownership Limitations (defined below).  The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Ordinary Shares outstanding as a result of the exercise (the “Warrant Ownership Limitation”).  The Notes are subject to a blocker which prevents the holder from converting the Notes to the extent that, upon such conversion, the holder would beneficially own in excess of 9.90% of the Ordinary Shares outstanding as a result of the conversion  (the “Notes Ownership Limitation” and, together with the Warrant Ownership Limitation, the “Beneficial Ownership Limitations”).

 

(b)

Percent of class:

 

 

Each of WA and WGP is deemed to beneficially own 9.99% of the Ordinary Shares.

Percent of class is calculated based on 129,005,167 Ordinary Shares outstanding as of May 5, 2022, as reported in the Issuer’s Form 8-K filed on May 12, 2022, plus the total number of Ordinary Shares that WA and WGP have the right to acquire upon conversion of Notes and exercise of Warrants, subject to the Beneficial Ownership Limitations, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

0

 

 

 

(ii)

Shared power to vote or to direct the vote

14,317,982

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

14,317,982

 

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 the beneficial owner 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.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

June 6, 2022

 

(Date)

 

WHITEBOX ADVISORS LLC

 

/s/ Jaime McPhee

 

(Signature)

 

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

 

(Name/Title)

 

 

June 6, 2022

 

(Date)

 

WHITEBOX GENERAL PARTNER LLC

 

 

 

/s/ Jaime McPhee

 

(Signature)

 

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

 

(Name/Title)

 

June 6, 2022

 

(Date)

 

WHITEBOX ADVISORS LLC

 

/s/ Jaime McPhee

 

(Signature)

 

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

 

(Name/Title)

 

 

June 6, 2022

 

(Date)

 

WHITEBOX GENERAL PARTNER LLC

 

/s/ Jaime McPhee

 

(Signature)

 

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

 

(Name/Title)