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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Outbrain Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

69002R103

(CUSIP Number)

December 31, 2022

(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 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 69002R103

CUSIP No. 69002R103

CUSIP No. 69002R103

CUSIP No. 69002R103

CUSIP No. 69002R103

This is Amendment No. 1 to the Schedule 13G filed with the SEC on February 14, 2022. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.001 per share (the “Common Stock”), of Outbrain Inc. (the “Issuer”).

Item 1.

Outbrain Inc.

111 West 19^th Street
New York, NY 10011
(646) 867-0149

Item 2.

This Schedule 13G is being jointly filed by the following Reporting Persons:

LSVP VII Trust (“LSVP VII”)

Lightspeed Trustee VII, LLC (“Lightspeed Trustee”)

Barry Eggers (“Eggers”)

Ravi Mhatre (“Mhatre”)

Peter Y. Nieh (“Nieh”)

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.

The principal business office of each Reporting Person is c/o Lightspeed Venture Partners, 2200 Sand Hill Road, Menlo Park, CA 94025.

Entities:

LSVP VII – Delaware

Lightspeed Trustee – Delaware

Individuals:

Eggers – United States of America

Mhatre – United States of America

Nieh – United States of America

Common Stock, par value $0.001 per share

69002R103

(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 associations 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).

   Not Applicable.

The following information is with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G as of the date of this report:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable

Signatures

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.

Exhibit 1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEROF, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2023.