Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 13 2024 - 6:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A*
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Lemonade,
Inc.
(Name
of Issuer)
Common
Stock, $0.00001 par value per share
(Title
of Class of Securities)
52567D
107
(CUSIP
Number)
December
31, 2023
(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 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).
Continued
on following pages
Page
1 of 5 Pages
CUSIP
NO. 52567D 107 |
Page
2 of 5 Pages |
(1) |
Names
of Reporting Persons
SoftBank
Group Capital Ltd |
(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
England
and Wales |
Number
of
Shares
Beneficially
Owned
By Each
Reporting
Person
With |
(5) |
Sole
Voting Power
11,983,384* |
(6) |
Shared
Voting Power
0 |
(7) |
Sole
Dispositive Power
11,983,384* |
(8) |
Shared
Dispositive Power
0 |
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,983,384* |
(10) |
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
Not
applicable. |
(11) |
Percent
of Class Represented By Amount in Row (9)
17.1%** |
(12) |
Type
of Reporting Person (See Instructions)
CO |
(*) | See
Item 4 of this Schedule 13G. |
| |
(**) | Calculated
based on 69,923,569 Shares outstanding as of November 2, 2023, as reported by the Issuer
in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 3, 2023. With respect to the power to vote, or to direct the vote, of, Shares, please
see Item 4 of this Schedule 13G. |
CUSIP
NO. 52567D 107 |
Page
3 of 5 Pages |
Item
1(a). | Name
of Issuer: |
Lemonade,
Inc. (the “Issuer”)
Item
1(b). | Address
of the Issuer’s Principal Executive Offices: |
5
Crosby Street, 3rd Floor, New York, New York 10013
Item
2(a). | Name
of Person Filing: |
SoftBank
Group Capital Ltd (“SBGC” or the “Reporting Person”)
Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
The
principal business address of SBGC is 69 Grosvenor Street, London, England, United Kingdom W1K 3JP.
England
and Wales
Item
2(d). | Title
of Class of Securities: |
Common
Stock, par value $0.00001 per share (“Shares”)
52567D
107
Item
3. | If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This
Item 3 is not applicable.
Item
4(a). | Amount
Beneficially Owned: |
SBGC
directly holds 11,983,384 Shares. On March 31, 2023, the joint investment committee of the Issuer, to which SBGC had delegated voting
and dispositive power over the Shares SBGC holds, was dissolved. As a result, no other individual may be deemed to share beneficial ownership
of the securities reported herein.
Pursuant
to Article IV, Section D of the Issuer’s Amended and Restated Certificate of Incorporation, the positive excess number of votes
of SBCG over 9.90% of the total number of votes that may be cast by all the then issued and outstanding Shares and shares of the Issuer’s
preferred stock shall be distributed pro rata among all of the other stockholders not subject to the restrictions set forth in Section
D, provided that if any such distribution would result in any other stockholder receiving voting rights in excess of those permitted
to be exercised by such stockholder, any such excess number of votes shall itself be distributed pro rata as set forth in Article IV,
Section D.
CUSIP
NO. 52567D 107 |
Page
4 of 5 Pages |
Item
4(b). | Percent
of Class: |
17.1%.
Calculated based on 69,923,569 Shares outstanding as of November 2, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 3, 2023. With respect to the power to vote, or to direct the vote, of,
Shares, please see Item 4(a) above.
Item
4(c). | Number
of shares as to which the person has: |
With
respect to the power to vote, or to direct the vote, of, Shares, please see Item 4(a) above.
| (i) | Sole
power to vote or direct the vote: 11,983,384 |
| (ii) | Shared
power to vote or direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 11,983,384 |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
Item
5. | Ownership
of Five Percent or Less of a Class. |
This
Item 5 is not applicable.
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
This
Item 6 is not applicable.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
This
Item 7 is not applicable.
Item
8. | Identification
and Classification of Members of the Group. |
This
Item 8 is not applicable.
Item
9. | Notice
of Dissolution of Group |
This
Item 9 is not applicable.
This
Item 10 is not applicable.
CUSIP
NO. 52567D 107 |
Page
5 of 5 Pages |
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:
February 13, 2024 |
SOFTBANK
GROUP CAPITAL LTD |
|
|
|
By: |
/s/
Stephen Lam |
|
Name: |
Stephen
Lam |
|
Title: |
Director |
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