Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cue Health
Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
229790100
(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 persons 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).
CUSIP: 229790100
Page
2
of 6
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1 |
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NAMES OF REPORTING PERSONS
KSP Cue Health Investments, LLC |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
13,178,383 (1) |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
13,178,383 (1) |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,178,383 (1) |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 8.8% |
12 |
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TYPE OF REPORTING
PERSON OO |
(1) |
Represents 13,178,383 shares of Common Stock of Cue Health Inc. (the Issuer).
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CUSIP: 229790100
Page
3
of 6
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1 |
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NAMES OF REPORTING PERSONS
Koch Industries, Inc. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Kansas |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
13,178,383 (1) |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
13,178,383 (1) |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,178,383 (1) |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 8.8% |
12 |
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TYPE OF REPORTING
PERSON CO |
(1) |
Represents 13,178,383 shares of Common Stock of the Issuer. These Issuer securities may be deemed to be
beneficially owned by Koch Industries, Inc. (Koch Industries) by virtue of Koch Industries indirect beneficial ownership of KSP Cue Health Investments, LLC. |
CUSIP: 229790100
Page
4
of 6
Item |
1(a). Name of Issuer: Cue Health Inc. (the Issuer). |
Item |
1(b). Address of Issuers Principal Executive Officers: 4980 Carroll Canyon Rd., Suite 100,
San Diego, CA 92121 |
Item |
2(a). Name of Person Filing: |
KSP Cue Health Investments, LLC (KSP Cue Health)
Koch Strategic Platforms, LLC (KSP)
Koch Investments
Group, LLC (KIG)
Koch Investments Group Holdings, LLC (KIGH)
Koch Industries, Inc. (Koch Industries)
(Each a
Reporting Person, and collectively, the Reporting Persons).
Item |
2(b). Address or Principal Business Office or, if None, Residence: |
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
Item |
2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d). Title of Class of Securities: Common Stock, par value $0.00001 per share (Public Shares).
Item 2(e). CUSIP No.: 229790100.
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: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 149,432,436 Public Shares outstanding as of
November 1, 2022, as reported in the Form 10-Q filed by the Issuer on November 9, 2022.
(c) Number of
shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: See Item 5 of each cover page. |
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(ii) |
Shared power to vote or to direct the vote: See Item 6 of each cover page. |
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(iii) |
Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
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(iv) |
Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
KSP Cue Health is beneficially owned by KSP, KSP is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch
Industries, in each case by means of ownership of all voting equity instruments.
Koch Industries, KSP, KIG, and KIGH may be deemed to beneficially own
the Public Shares held by KSP Cue Health by virtue of (i) Koch Industries beneficial ownership of KIGH, (ii) KIGHs beneficial ownership of KIG, (iii) KIGs beneficial ownership of KSP and (iv) KSPs
beneficial ownership of KSP Cue Health. The filing of this Schedule 13G shall not be construed as an admission that KSP, KIG, KIGH or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public
Shares covered by this Schedule 13G.
CUSIP: 229790100
Page
5
of 6
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5
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 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.
CUSIP: 229790100
Page
6
of 6
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.
Dated: February 10, 2023
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KSP Cue Health Investments, LLC |
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By: |
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/s/ Raffaele G. Fazio |
Name: |
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Raffaele G. Fazio |
Title: |
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Vice President and Secretary |
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Koch Strategic Platforms, LLC |
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By: |
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/s/ Raffaele G. Fazio |
Name: |
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Raffaele G. Fazio |
Title: |
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Vice President and Secretary |
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Koch Investments Group, LLC |
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By: |
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/s/ Raffaele G. Fazio |
Name: |
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Raffaele G. Fazio |
Title: |
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Secretary |
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Koch Investments Group Holdings, LLC |
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By: |
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/s/ Raffaele G. Fazio |
Name: |
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Raffaele G. Fazio |
Title: |
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Secretary |
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Koch Industries, Inc. |
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By: |
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/s/ Raffaele G. Fazio |
Name: |
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Raffaele G. Fazio |
Title: |
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Assistant Secretary |
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