Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 2:51PM
Edgar (US Regulatory)
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)*
Lemonade, Inc.
(Name of Issuer)
Common Stock, par value $0.00001
(Title of Class
of Securities)
52567D107
(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:
¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 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).
(Continued on following pages)
Page 1
of 13 Pages
Exhibit Index Contained on Page 12
CUSIP NO. 52567D107
|
13 G
|
Page
2 of 13
|
1
|
NAME OF REPORTING PERSON Aleph, L.P. (“Aleph”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,708,717 shares, except that Aleph Equity Partners, L.P. (the “DGP”), the general partner of Aleph, and Aleph EP, Ltd. (the “UGP”), the general partner of the DPG, may be deemed to have sole power to vote these shares, and Michael Eisenberg (“Eisenberg”) and Eden Shochat (“Shochat”), the directors of the UGP, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,708,717 shares, except that the DPG, the general partner of Aleph, and the UPG, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Shochat, the directors of the UGP, 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
|
1,708,717
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.8%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. 52567D107
|
13 G
|
Page
3 of 13
|
1
|
NAME OF REPORTING PERSON Aleph-Aleph, L.P. (“Aleph-Aleph”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
170,026 shares, except that the DGP, the general partner of Aleph, and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Eisenberg and Shochat, the directors of the entity the UGP, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
170,026 shares, except that the DGP, the general partner of Aleph, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Shochat, the directors of the entity the UGP, 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
|
170,026
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.3%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. 52567D107
|
13 G
|
Page 4 of 13
|
1
|
NAME OF REPORTING PERSON Aleph Equity Partners, L.P. (the “DGP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph.
The DGP, the general partner of Aleph and Aleph-Aleph, may be deemed to have sole power to vote these shares, except that the UGP, the
general partner of the DGP, may be deemed to have sole power to vote these shares, and Eisenberg and Shochat, the directors of the UGP,
may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. The DGP, the general partner of Aleph and Aleph-Aleph, may be deemed to have sole power to dispose of these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Shochat, the directors of the UGP, 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
|
1,878,743
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.1%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. 52567D107
|
13 G
|
Page
5 of 13
|
1
|
NAME OF REPORTING PERSON Aleph EP, Ltd. (the “UGP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph.
The UGP is the general partner of the DGP, the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have sole power
to vote these shares, except the DGP, the general partner of each of Aleph and Aleph-Aleph, may be deemed to have sole power to vote these
shares, and Eisenberg and Shochat, the directors of the UGP, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. The UGP is the general partner of the DGP, the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have sole power to dispose of these shares, except the DGP, the general partner of each of Aleph and Aleph-Aleph, may be deemed to have sole power to dispose of these shares, and Eisenberg and Shochat, the directors of the UGP, 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
|
1,878,743
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.1%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 52567D107
|
13 G
|
Page
6 of 13
|
1
|
NAME OF REPORTING PERSON Michael Eisenberg (“Eisenberg”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
227,170 shares
|
6
|
SHARED VOTING POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. Eisenberg is a director of the UGP, the general partner of the DGP, which is the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
227,170 shares
|
8
|
SHARED DISPOSITIVE POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. Eisenberg is a director of the UGP, the general partner of the DGP, which is the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,105,913
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.4%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. 52567D107
|
13 G
|
Page
7 of 13
|
1
|
NAME OF REPORTING PERSON Eden Shochat (“Shochat”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
79,964 shares
|
6
|
SHARED VOTING POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. Shochat is a director of the UGP, the general partner of the DGP, which is the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
79,964 shares
|
8
|
SHARED DISPOSITIVE POWER
1,878,743 shares, of which 1,708,717 shares are beneficially owned by Aleph and 170,026 shares are beneficially owned by Aleph-Aleph. Shochat is a director of the UGP, the general partner of the DGP, which is the general partner of each of Aleph and Aleph-Aleph, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,958,707
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. 52567D107
|
13 G
|
Page
8 of 13
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Lemonade, Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
5 Crosby Street, 3rd Floor
New York, NY 10013
|
ITEM 2(A).
|
NAME OF PERSONS FILING
This Statement is filed by Aleph, L.P., a Cayman Islands exempted limited partnership (“Aleph”); Aleph-Aleph, L.P., a
Cayman Islands exempted limited partnership (“Aleph-Aleph”); Aleph Equity Partners, L.P., a Cayman Island exempted limited
partnership (the “DGP); Aleph EP Ltd., a Cayman Islands exempted company (the “UGP”); Michael Eisenberg (“Eisenberg”),
a citizen of Israel; and Eden Shochat (“Shochat”), a citizen of Israel. The foregoing entities and individuals are collectively
referred to as the “Reporting Persons.”
|
Aleph and Aleph-Aleph are venture capital
funds. The DGP is the general partner of each of Aleph and Aleph-Aleph and may be deemed to have sole power to vote and sole power to
dispose of shares of the issuer owned by the UGP for the benefit of Aleph and Aleph-Aleph. The UGP is the general partner of the DPG and
may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned by the UGP for the benefit of Aleph and
Aleph-Aleph.
Eisenberg and Shochat are the directors of
the UGP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by the UGP for
the benefit of Aleph and Aleph-Aleph.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
The address for each reporting person is:
32 Rothschild Blvd.
Tel Aviv, Israel 61291
Aleph, Aleph-Aleph and the DGP are Cayman
Islands exempted limited partnerships. The UGP is a Cayman Islands exempted company. Eisenberg and Shochat are citizens of Israel.
|
ITEM 2(D) and (E).
|
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
|
Common Stock, par value $0.00001
CUSIP # 52567D107
|
ITEM 4.
|
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based
upon 61,627,462 shares of Common Stock outstanding as of November 8, 2021 as reported by the issuer in its Form 10-Q for the
quarterly period ended September 30, 2021).
CUSIP NO. 52567D107
|
13 G
|
Page
9 of 13
|
|
(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 agreements of each of Aleph, Aleph-Aleph and the DGP, and the memorandum and articles of associate of the UGP,
the general and limited partners or directors, 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 general partner,
limited partner or director, 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. 52567D107
|
13 G
|
Page
10 of 13
|
Not applicable.
CUSIP NO. 52567D107
|
13 G
|
Page
11 of 13
|
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
|
Aleph
EP, Ltd.
|
|
|
|
By:
|
/s/ Michael Eisenberg
|
|
|
Michael Eisenberg, Director
|
|
|
|
Aleph
Equity Partners, L.P.
|
|
|
|
By:
|
Aleph EP, Ltd.,
|
|
|
Its General Partner
|
|
|
|
By:
|
/s/ Michael Eisenberg
|
|
|
Michael Eisenberg, Director
|
|
|
|
Aleph,
L.P.
|
|
|
|
By:
|
Aleph Equity Partners, L.P.,
|
|
|
Its General Partner
|
|
|
|
By:
|
Aleph EP, Ltd.,
|
|
|
Its General Partner
|
|
|
|
By:
|
/s/ Michael Eisenberg
|
|
|
Michael Eisenberg, Director
|
|
|
|
Aleph-Aleph,
L.P.
|
|
|
|
By:
|
Aleph Equity Partners, L.P.,
|
|
|
Its General Partner
|
|
|
|
By:
|
Aleph EP, Ltd.,
|
|
|
Its General Partner
|
|
|
|
By:
|
/s/ Michael Eisenberg
|
|
|
Michael Eisenberg, Director
|
|
|
|
/s/
Michael Eisenberg
|
|
Michael
Eisenberg
|
|
|
|
/s/
Eden Shochat
|
|
Eden
Shochat
|
CUSIP NO. 52567D107
|
13 G
|
Page
12 of 13
|
EXHIBIT INDEX
CUSIP NO. 52567D107
|
13 G
|
Page
13 of 13
|
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 Lemonade, Inc. shall be filed on behalf of each
of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
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