SEC Form SC 13G/A filed by Sight Sciences Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sight Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
82657M105
(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)
☒ 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, as amended (“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).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Evan K. Hall, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
HEP Partners 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO, IA | |||||
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
HH Sight 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
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
HH Sight Partners GP, L.P. | |||||
| 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
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
HH Sight Partners, L.P. | |||||
| 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
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
HH-IOP Partners, L.P. | |||||
| 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
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
Mack H. Hicks | |||||
| 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
620,574 (1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
620,574 (1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
620,574 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.3% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Includes (i) 86,206, shares of Common Stock held by Mack H. Hicks, as Trustee of the MHH 2016 Descendants Trust, and (ii) 444,588 shares of Common Stock held by MHH Ventures Ltd., which is ultimately owned and controlled by Mack H. Hicks. |
| (2) | Based upon 48,151,302 shares of Common Stock outstanding as of November 4, 2022, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, that was filed by the issuer with the U.S. Securities and Exchange Commission on November 10, 2022. |
CUSIP No. 82657M105
| 1. |
Names of Reporting Persons.
Thomas O. Hicks | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN, HC | |||||
| Item 1. | |
| (a) | Name of Issuer |
Sight Sciences, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
4040 Campbell Avenue, Suite 100
Menlo Park, California 94025
Item 2.
| (a) | Name of Person Filing |
This statement is jointly filed by and on behalf of each of HEP Partners LLC, a Delaware limited liability company (“HEP Partners”), HH Sight LLC, a Texas limited liability company (“HH Sight”), HH Sight Partners GP L.P., a Texas limited partnership (“HH Sight GP”), HH Sight Partners, L.P., a Texas limited partnership (“HH Sight Partners”), HH-IOP Partners, L.P., a Texas limited partnership (“HH-IOP”), Mack H. Hicks, and Thomas O. Hicks (collectively referred to herein as the “Reporting Persons”). Prior to the effective date of this filing, Mack H. Hicks resigned as a director of the issuer, effective January 5, 2023. HH Sight GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, each of HH Sight Partners and HH-IOP. HH Sight is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, HH Sight GP. Mack H. Hicks and Thomas O. Hicks are the co-managers of, and may each be deemed to indirectly beneficially own securities owned by, HH Sight. HEP Partners is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, each of HH Sight Partners and HH-IOP. Thomas O. Hicks is the Chairman, President, and Chief Executive Officer of, and may be deemed to indirectly beneficially own securities beneficially owned by, HEP Partners. As of December 31, 2022, no other Reporting Person, besides Mack H. Hicks, beneficially owns any security covered by this statement and each Reporting Person disclaims beneficial ownership of any such securities covered by this statement. HEP Partners, HH Sight, HH Sight GP, HH Sight Partners, HH-IOP, and Thomas O. Hicks disclaim beneficial ownership of any securities beneficially owned by Mack H. Hicks, as Trustee of the MHH 2016 Descendants Trust.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is c/o HEP Partners LLC, 2200 Ross Avenue, Suite 5000, Dallas, Texas 75201.
| (c) | Citizenship |
See Item 4 on the cover page(s) hereto.
| (d) | Title of Class of Securities |
Common Stock, par value $0.001 per share (“Common Stock”).
| (e) | CUSIP Number |
82657M105
| 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) | ☐ A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ An 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) | ☐ A 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: See Item 9 on the cover page(s) hereto. |
| (b) | Percent of class: See Item 11 on the cover page(s) hereto. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
| Item 5. | Ownership of 5% 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 more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than 5% 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. | Certifications |
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.
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.
| Date: February 14, 2023 | HEP PARTNERS LLC | |||||
| By: | /s/ Thomas O. Hicks | |||||
| Name: | Thomas O. Hicks | |||||
| Title: | Managing Member | |||||
| HH SIGHT LLC | ||||||
| By: | /s/ Mack H. Hicks | |||||
| Name: | Mack H. Hicks | |||||
| Title: | Co-Manager | |||||
| HH SIGHT PARTNERS GP, L.P. | ||||||
| By: | HH Sight LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Mack H. Hicks | |||||
| Name: | Mack H. Hicks | |||||
| Title: | Co-Manager | |||||
| HH SIGHT PARTNERS, L.P. | ||||||
| By: | HH Sight Partners GP, L.P. | |||||
| Its: | General Partner | |||||
| By: | HH Sight LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Mack H. Hicks | |||||
| Name: | Mack H. Hicks | |||||
| Title: | Co-Manager | |||||
| HH-IOP PARTNERS, L.P. | ||||||
| By: | HH Sight Partners GP, L.P. | |||||
| Its: | General Partner | |||||
| By: | HH Sight LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Mack H. Hicks | |||||
| Name: | Mack H. Hicks | |||||
| Title: | Co-Manager | |||||
| Thomas O. Hicks |
| /s/ Thomas O. Hicks |
| Mack H. Hicks |
| /s/ Mack H. Hicks |
JOINT FILING AGREEMENT
February 14, 2023
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
| Date: February 14, 2023 |
HEP PARTNERS LLC | |||||
| By: |
/s/ Thomas O. Hicks | |||||
| Name: |
Thomas O. Hicks | |||||
| Title: |
Managing Member | |||||
| HH SIGHT LLC | ||||||
| By: |
/s/ Mack H. Hicks | |||||
| Name: |
Mack H. Hicks | |||||
| Title: |
Co-Manager | |||||
| HH SIGHT PARTNERS GP, L.P. | ||||||
| By: |
HH Sight LLC | |||||
| Its: |
General Partner | |||||
| By: |
/s/ Mack H. Hicks | |||||
| Name: |
Mack H. Hicks | |||||
| Title: |
Co-Manager | |||||
| HH SIGHT PARTNERS, L.P. | ||||||
| By: |
HH Sight Partners GP, L.P. | |||||
| Its: |
General Partner | |||||
| By: |
HH Sight LLC | |||||
| Its: |
General Partner | |||||
| By: |
/s/ Mack H. Hicks | |||||
| Name: |
Mack H. Hicks | |||||
| Title: |
Co-Manager | |||||
| HH-IOP PARTNERS, L.P. | ||||||
| By: |
HH Sight Partners GP, L.P. | |||||
| Its: |
General Partner | |||||
| By: |
HH Sight LLC | |||||
| Its: |
General Partner | |||||
| By: |
/s/ Mack H. Hicks | |||||
| Name: |
Mack H. Hicks | |||||
| Title: |
Co-Manager | |||||
| Thomas O. Hicks | ||||||
| /s/ Thomas O. Hicks | ||||||
| Mack H. Hicks | ||||||
| /s/ Mack H. Hicks | ||||||