Statement of Ownership (sc 13g)
February 14 2022 - 6:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Cricut,
Inc.
(Name of Issuer)
Class A
Common Stock, $0.001 par value
(Title
of Class of Securities)
22658D100
(CUSIP
Number)
December
31, 2021
(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
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 (“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).
(1)
|
Names
of reporting persons
Ashish
Arora
|
(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 of America
|
Number
of
shares
beneficially
owned by
each
reporting
person
with:
|
(5)
|
Sole
voting power
27,067,838
(1)
|
(6)
|
Shared
voting power
2,307,396
(2)
|
(7)
|
Sole
dispositive power
27,067,838
(1)
|
(8)
|
Shared
dispositive power
2,307,396
(2)
|
(9)
|
Aggregate
amount beneficially owned by each reporting person
29,375,234
(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)
43.67%
(2)
|
(12)
|
Type
of reporting person (see instructions)
IN
|
|
(1)
|
Consists
of (a) 25,123,296 shares of Class B common stock held of record by Mr. Arora; (b) 769,132 shares of Class B common stock held of record
by the Ashish Chandra Arora 2021 GRAT dated January 20, 2021 for which Mr. Arora serves as trustee; and (c) 1,175,410 shares of Class
A common stock subject to stock option awards exercisable within 60 days of December 31, 2021.
|
|
(2)
|
Consists
of (a) 769,132 shares of Class B common stock held of record by the Mridu Vashist Arora 2021 GRAT dated January 20, 2021 for which Mr.
Arora’s spouse serves as trustee; and (b) 1,538,264 shares of Class B common stock held of record by the Rushil Arora Trust dated
January 20, 2021 for which Mr. Arora and his spouse serve as trustees.
|
|
(3)
|
Percentage
ownership is calculated based on 67,261,894 shares of Class A common stock of the Issuer, which includes 37,886,660 shares of Class A
common stock outstanding as of December 31, 2021, 28,199,824 shares of convertible Class B common stock beneficially owned by Mr. Arora,
and 1,175,410 shares of Class A common stock subject to stock option awards exercisable within 60 days of December 31, 2021 and assumes
that only shares of convertible Class B common stock beneficially owned by Mr. Arora convert to Class A common stock. Assuming the conversion
of all Class B common stock into Class A common stock, the percentage in row 11 would equal 13.17%.
|
|
Item
1(a)
|
Name
of Issuer:
|
Cricut,
Inc., (the “Issuer”).
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
|
10855
South River Front Parkway, Suite 600
South
Jordan, UT 84095
|
Item
2 (a)
|
Name
of Person Filing:
|
Ashish
Arora
|
Item 2
(b)
|
Address
of Principal Business Office or, if none, Residence:
|
c/o
Cricut, Inc.
10855
South River Front Parkway, Suite 600
South
Jordan, UT 84095
Reference
is made to the response to Row 4 of this Schedule 13G (this “Schedule”), which response is incorporated herein by reference.
|
Item
2 (d)
|
Title
of Class of Securities:
|
Class
A Common Stock, $0.001 par value, (the “Class A Shares”).
Class
B Common Stock, $0.001 par value, (the “Class B Shares”, collectively with the Class A Shares, the “Shares”).
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration
date.
22658D100
|
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.
|
(a)
|
Amount
beneficially owned:
|
Reference
is made to the response to Row 9 of this Schedule, which response is incorporated herein by reference.
Reference
is made to the response to Row 11 of this Schedule, which response is incorporated herein by reference.
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
Reference
is made to the response to Row 5 of this Schedule, which response is incorporated herein by reference.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
Reference
is made to the response to Row 6 of this Schedule, which response is incorporated herein by reference.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
Reference
is made to the response to Row 7 of this Schedule, which response is incorporated herein by reference.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
Reference
is made to the response to Row 8 of this Schedule, which response is incorporated herein by reference.
|
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.
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.
Date:
February 14, 2022
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/s/ Ashish Arora
|
|
Ashish Arora
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