SEC Form SC 13G/A filed by Alphabet Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
Alphabet Inc.
(Name of Issuer)
Class A Common Stock
Class B Common Stock
(Title of Class of Securities)
Class A Common Stock: 02079K305
Class B Common Stock: 02079K206
(CUSIP Number)
December 31, 2023
(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 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).
Page 1 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric E. Schmidt | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,497,722 of Class A Common Stock (1) (2) 704,202 of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
59,496,884 of Class A Common Stock (1) (3) 53,410,980 of Class B Common Stock (3) | |||||
| 7. | SOLE DISPOSITIVE POWER
1,497,722 of Class A Common Stock (1) (2) 704,202 of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
59,496,884 of Class A Common Stock (1) (3) 53,410,980 of Class B Common Stock (3) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,994,606 of Class A Common Stock (1) (4) 54,115,182 of Class B Common Stock (5) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.03% of Class A Common Stock (1) (4) 6.22% of Class B Common Stock (5) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock. |
| (2) | Comprises (i) 793,520 shares of Class A Common Stock held directly by Mr. Schmidt and (ii) 6704,202 shares of Class B Common Stock held directly by Mr. Schmidt. |
| (3) | Comprises (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust, (ii) 5,687,000 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iii) 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (iv) 2,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president, (v) 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president, and (vi) 415,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member. |
| (4) | Represents shares described in (2) and (3) above. |
| (5) | Comprises (i) 704,202 shares of Class B Common Stock held directly by Mr. Schmidt, (ii) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust, (iii) 5,687,000 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iv) 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (v) 2,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president, (v) 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president, and (vi) 415,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member. |
Page 2 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Schmidt Family Living Trust | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
53,410,980 of Class A Common Stock (1) (2) 53,410,980 of Class B Common Stock (2) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
53,410,980 of Class A Common Stock (1) (2) 53,410,980 of Class B Common Stock (2) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,410,980 of Class A Common Stock (1) (2) 53,410,980 of Class B Common Stock (2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.91% of Class A Common Stock (1) (2) 6.14% of Class B Common Stock (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock. |
| (2) | Comprises (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 5,687,000 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner. |
Page 3 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Schmidt Family Foundation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
3,223,546 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
3,223,546 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,223,546 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president. |
Page 4 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Eric and Wendy Schmidt Fund for Strategic Innovation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
2,324,858 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
2,324,858 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,858 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 2,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
Page 5 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Schmidt Ocean Institute | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
122,500 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
122,500 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president. |
Page 6 of 16
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Special Strategies II, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
415,000 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
415,000 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,000 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 415,000 shares of Class A Common Stock held by the Special Strategies II, LLC, of which of Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member. |
Page 7 of 16
Item 1.
| (a) | Name of Issuer: Alphabet Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
1600 Amphitheatre Parkway, Mountain View, CA 94043
Item 2.
| (a) | Name of Person(s) Filing: |
Eric E. Schmidt
The Schmidt Family Living Trust
The Schmidt Family Foundation
The Eric and Wendy Schmidt Fund for Strategic Innovation
Schmidt Ocean Institute
Special Strategies II, LLC
| (b) | Address of Principal Business Office or, if none, Residence: |
1010 El Camino Real, Suite 200, Menlo Park, CA 94025
| (c) | Citizenship: |
| Eric E. Schmidt | United States of America | |
| The Schmidt Family Living Trust | N/A | |
| The Schmidt Family Foundation | N/A | |
| The Eric and Wendy Schmidt Fund for Strategic Innovation | N/A | |
| Schmidt Ocean Institute | N/A | |
| Special Strategies II, LLC | N/A | |
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share
Class B Common Stock, par value $0.001 per share
| (e) | CUSIP Number: |
Class A Common Stock: 02079K305
Class B Common Stock: 02079K206
| Item 3. | If this statement is filed pursuant to §§240.13d-l(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-l(b)(l)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); | ||
Page 8 of 16
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(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-l(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-l(b)(l)(ii)(K). | ||
Page 9 of 16
| Item 4. | Ownership. |
Pursuant to Rule 13d-3(d)(1), all shares of Class B Common Stock (which are convertible into shares of Class A Common Stock) held by the reporting person were deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Common Stock beneficially owned by the reporting person and (ii) calculating the percentages of the Class A Common Stock owned by such person. Consequently, all Class A Common Stock amounts and percentages are inclusive of the Class B Common Stock amounts and percentages set forth herein. The percentages of ownership set forth below are based on 5,899,346,258 shares of Class A Common Stock and 870,175,910 shares of Class B Common Stock of Alphabet outstanding at December 31, 2023.
| Class A (1) | Class B | |||||||||
| (a) |
Amount beneficially owned: |
|||||||||
| Eric E. Schmidt (2) |
60,994,606 | 54,115,182 | ||||||||
| The Schmidt Family Living Trust (3) |
47,723,980 | 47,723,980 | ||||||||
| The Schmidt Family Foundation (4) |
3,223,546 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation(5) |
2,324,858 | 0 | ||||||||
| Schmidt Ocean Institute(6) |
122,500 | 0 | ||||||||
| Special Strategies II, LLC(7) |
415,000 | |||||||||
| (b) |
Percent of class: |
|||||||||
| Eric E. Schmidt |
1.03 | % | 6.22 | % | ||||||
| The Schmidt Family Living Trust |
0.80 | % | 5.48 | % | ||||||
| The Schmidt Family Foundation |
0.05 | % | 0.00 | % | ||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
0.04 | % | 0.00 | % | ||||||
| Schmidt Ocean Institute |
0.00 | % | 0.00 | % | ||||||
| Special Strategies II, LLC |
0.01 | % | 0.00 | % | ||||||
| (c) |
Number of shares as to which the person has: |
|||||||||
| (i) Sole power to vote or to direct the vote |
||||||||||
| Eric E. Schmidt |
1,497,722 | 704,202 | ||||||||
| The Schmidt Family Living Trust |
0 | 0 | ||||||||
| The Schmidt Family Foundation |
0 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
0 | 0 | ||||||||
| Schmidt Ocean Institute |
0 | 0 | ||||||||
| Special Strategies II, LLC |
0 | 0 | ||||||||
| (ii) Shared power to vote or to direct the vote |
||||||||||
| Eric E. Schmidt |
59,496,884 | 53,410,980 | ||||||||
| The Schmidt Family Living Trust |
47,723,980 | 47,723,980 | ||||||||
| The Schmidt Family Foundation |
3,223,546 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
2,324,858 | 0 | ||||||||
| Schmidt Ocean Institute |
122,500 | 0 | ||||||||
| Special Strategies II, LLC |
415,000 | 0 | ||||||||
| (iii) Sole power to dispose or to direct the disposition of |
||||||||||
| Eric E. Schmidt |
1,497,722 | 704,202 | ||||||||
| The Schmidt Family Living Trust |
0 | 0 | ||||||||
Page 10 of 16
| Class A (1) | Class B | |||||||||
| The Schmidt Family Foundation |
0 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
0 | 0 | ||||||||
| Schmidt Ocean Institute |
0 | 0 | ||||||||
| Special Strategies II, LLC |
0 | 0 | ||||||||
|
|
(iv) Shared power to dispose or to direct the disposition of |
|||||||||
| Eric E. Schmidt |
60,994,606 | 54,115,182 | ||||||||
| The Schmidt Family Living Trust |
47,723,980 | 47,723,980 | ||||||||
| The Schmidt Family Foundation |
3,223,546 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
2,324,858 | 0 | ||||||||
| Schmidt Ocean Institute |
122,500 | 0 | ||||||||
| Special Strategies II, LLC |
415,000 | 0 | ||||||||
| (1) | Assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock. |
| (2) | Comprises (i) 793,520 shares of Class A Common Stock held directly by Mr. Schmidt, (ii) 704,202 shares of Class B Common Stock held directly by Mr. Schmidt, (iii) 47,723,980 shares of Class B Common Stock beneficially held by The Schmidt Family Living Trust of which Mr. Schmidt is a co-trustee, (iv) 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (v) 2,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. (vi) 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president, and (vii) 415,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member. |
| (3) | Includes (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 5,687,000 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner. |
| (4) | Comprises 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president. |
| (5) | Comprises 3,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
| (6) | Comprises 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president. |
| (7) | Comprises 415,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member. |
| 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. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
Page 11 of 16
| 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.
| Exhibit |
Document Description | |
| 99.1 | Agreement Pursuant to Rule 13d-1(k)(1)(iii) | |
Page 12 of 16
SIGNATURE
After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| ERIC E. SCHMIDT | ||
| /s/ Eric E. Schmidt | ||
| Eric E. Schmidt | ||
| THE SCHMIDT FAMILY LIVING TRUST | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Co-Trustee | ||
| THE SCHMIDT FAMILY FOUNDATION | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Director and Vice President | ||
| THE ERIC AND WENDY SCHMIDT FUND FOR STRATEGIC INNOVATION | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Director and President | ||
| SCHMIDT OCEAN INSTITUTE | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Director and Vice President | ||
Page 13 of 16
| SPECIAL STRATEGIES II, LLC | ||
| By The Schmidt Equities Revocable Trust | ||
| Its: Sole Member | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Co-Trustee | ||
Page 14 of 16