SEC Form SC 13G/A filed by Latch Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

[   ] Rule 13d-1(b)

[X] 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).

 * See Item 4 for additional information.

 * See Item 4 for additional information.

* See Item 4 for additional information.

 * See Item 4 for additional information.

* See Item 4 for additional information.

 * See Item 4 for additional information.

 * See Item 4 for additional information.

*As of the date hereof, each of LCM, Mr. Hebert and Mr. Wolfe may be deemed to beneficially own an aggregate of 11,312,962 shares of Common Stock, reported as follows: (i) 7,228,469 shares of Common Stock held directly by LVIV; and (ii) 4,084,493 shares of Common Stock held directly by LCIO. LVP may be deemed to beneficially own 7,228,469 shares of Common Stock held directly by LVIV. LCP may be deemed to beneficially own 4,084,493 shares of Common Stock held directly by LCIO. LVP is the general partner of LVIV and exercises voting and dispositive power over the shares held by LVIV. LCP is the general partner of LCIO and exercises voting and dispositive power over the shares held by LCIO. LCM serves as the investment manager for each of LVP and LCP and, as such, may be deemed to share voting and dispositive power for the shares held by each of LVIV and LCIO. Mr. Hebert and Mr. Wolfe are the sole managers of LVP and LCP and may be deemed to share voting and dispositive power for the shares held by each of LVIV and LCIO.

As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (i) each of LCM, Mr. Hebert and Mr. Wolfe may be deemed to beneficially own 11,312,962 shares of Common Stock of the Company, representing approximately 8.0% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021, (ii) LVP may be deemed to beneficially own 7,228,469 shares of Common Stock held directly by LVIV, representing approximately 5.1% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021, and (iii) LCP may be deemed to beneficially own 4,084,493 shares of Common Stock held directly by LCIO, representing approximately 2.9% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021.

The reported beneficial ownership percentage is based upon approximately 142,219,716 shares of Common Stock issued and outstanding as of November 8, 2021, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

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.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

Exhibit Index 

Exhibit

1.     Joint Filing Agreement, dated as of February 14, 2022 by and among Lux Capital Management, LLC, Lux Ventures IV, L.P., Lux Co-Invest Opportunities, L.P., Lux Venture Partners IV, LLC, Lux Co-Invest Partners, LLC, Peter Hebert, and Josh Wolfe.