SEC Form SC 13G/A filed by Remitly Global Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Remitly Global, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
75960P104
(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:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | 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 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 75960P104 | 13G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Threshold Ventures I, LP (“Threshold I”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||
| 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 1,297,971 shares, except that Threshold Ventures I General Partner, LLC (“Threshold I GP”), the general partner of Threshold I, may be deemed to have sole power to vote these shares, and Josh Stein (“Stein”) and Andreas Stavropoulos (“Stavropoulos”), the managing members of Threshold I GP, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 1,297,971 shares, except that Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to dispose of these shares, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,297,971 | ||
| 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) | 0.8% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN | ||
| CUSIP NO. 75960P104 | 13G | Page 3 of 12 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Threshold Ventures I Partners Fund, LLC (“Threshold I Partners”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||
| 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 144,219 shares, except that Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 144,219 shares, except that Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 144,219 | ||
| 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) | 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | OO | ||
| CUSIP NO. 75960P104 | 13G | Page 4 of 12 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Threshold Ventures I General Partner, LLC (“Threshold I GP”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||
| 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 1,482,731 shares, of which 1,297,971 are directly owned by Threshold I and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to vote the shares owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to vote these shares and the shares owned by Threshold I GP. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 1,482,731 shares, of which 1,297,971 are directly owned by Threshold I and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to dispose of the shares owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to dispose of such shares and the shares owned by Threshold I GP. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,482,731 | ||
| 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) | 0.9% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | OO | ||
| CUSIP NO. 75960P104 | 13G | Page 5 of 12 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Josh Stein (“Stein”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 204,730 shares. | ||
| 6 | SHARED VOTING POWER 1,626,950 shares, of which 1,297,971 are directly owned by Threshold I, 144,219 are directly owned by Threshold I Partners, and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to vote the shares directly owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to vote such shares and the shares owned by Threshold I GP. Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to vote the shares directly owned by Threshold I Partners. | |||
| 7 | SOLE
DISPOSITIVE POWER 204,730 shares. | |||
| 8 | SHARED DISPOSITIVE POWER 1,626,950 shares, of which 1,297,971 are directly owned by Threshold I, 144,219 are directly owned by Threshold I Partners, and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to dispose of the shares directly owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to dispose of such shares and the shares directly owned by Threshold I GP. Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to dispose of the shares directly owned by Threshold I Partners. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,831,680 | ||
| 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) | 1.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN | ||
| CUSIP NO. 75960P104 | 13G | Page 6 of 12 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Andreas Stavropoulos (“Stavropoulos”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 439,328 shares. | ||
| 6 | SHARED VOTING POWER 1,626,950 shares, of which 1,297,971 are directly owned by Threshold I, 144,219 are directly owned by Threshold I Partners, and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to vote the shares directly owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to vote such shares and the shares owned by Threshold I GP. Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to vote the shares directly owned by Threshold I Partners. | |||
| 7 | SOLE
DISPOSITIVE POWER 439,328 shares. | |||
| 8 | SHARED DISPOSITIVE POWER 1,626,950 shares, of which 1,297,971 are directly owned by Threshold I, 144,219 are directly owned by Threshold I Partners, and 184,760 are directly owned by Threshold I GP. Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to dispose of the shares directly owned by Threshold I, and Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to dispose of such shares and the shares directly owned by Threshold I GP. Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to dispose of the shares directly owned by Threshold I Partners. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,066,278 | ||
| 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) | 1.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | IN | ||
| CUSIP NO. 75960P104 | 13G | Page 7 of 12 |
| ITEM 1(A). | NAME OF ISSUER Remitly Global, Inc. (the “Issuer”) |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 1111 Third Avenue, Suite 2100 |
Seattle, WA 98101
| ITEM 2(A). | NAME OF PERSONS FILING
This Statement is filed by Threshold Ventures I, LP, a Delaware limited partnership (“Threshold I”), Threshold Ventures I Partners Fund, LLC, a Delaware limited liability company (“Threshold I Partners”), Threshold Ventures I General Partner, LLC, a Delaware limited liability company (“Threshold I GP”), and Josh Stein (“Stein”) and Andreas Stavropoulos (“Stavropoulos”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
Threshold I GP, the general partner of Threshold I, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Threshold I. Stein and Stavropoulos, the managing members of Threshold I GP, may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by Threshold I GP.
Stein and Stavropoulos, the voting members of Threshold I Partners, may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by Threshold I Partners.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
c/o Threshold Management, LLC
2882 Sand Hill Road #150
Menlo Park, California 94025
| ITEM 2(C) | CITIZENSHIP
Threshold I is a Delaware limited partnership. Threshold I Partners and Threshold I GP are Delaware limited liability companies. Stein and Stavropoulos are United States citizens. |
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER Common Stock, $0.0001 par value (“Common Stock”) CUSIP # 75960P104 |
| ITEM 3. | Not Applicable. |
| CUSIP NO. 75960P104 | 13G | Page 8 of 12 |
| ITEM 4. | OWNERSHIP
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2022: |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| 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 person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following x. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreement of Threshold I, and the limited liability company agreements of Threshold I Partners and Threshold I GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable. |
| CUSIP NO. 75960P104 | 13G | Page 9 of 12 |
| ITEM 10. | CERTIFICATION. Not applicable. |
| CUSIP NO. 75960P104 | 13G | Page 10 of 12 |
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.
Date: January 31, 2023
| Threshold Ventures I, LP | /s/ Josh Stein |
| By Threshold Ventures I General Partner, LLC | Josh Stein |
| Its General Partner | Managing Member |
| Threshold Ventures I Partners Fund, LLC | /s/ Josh Stein |
| Josh Stein | |
| Voting Member | |
| Threshold Ventures I General Partner, LLC | /s/ Josh Stein |
| Josh Stein | |
| Managing Member | |
| Josh Stein | /s/ Josh Stein |
| Josh Stein | |
| Andreas Stavropoulos | /s/ Andreas Stavropoulos |
| Andreas Stavropoulos |
| CUSIP NO. 75960P104 | 13G | Page 11 of 12 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 12 |
| CUSIP NO. 75960P104 | 13G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Remitly Global, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: January 31, 2023
| Threshold Ventures I, LP | /s/ Josh Stein |
| By Threshold Ventures I General Partner, LLC | Josh Stein |
| Its General Partner | Managing Member |
| Threshold Ventures I Partners Fund, LLC | /s/ Josh Stein |
| Josh Stein | |
| Voting Member | |
| Threshold Ventures I General Partner, LLC | /s/ Josh Stein |
| Josh Stein | |
| Managing Member | |
| Josh Stein | /s/ Josh Stein |
| Josh Stein | |
| Andreas Stavropoulos | /s/ Andreas Stavropoulos |
| Andreas Stavropoulos |