Prospectus
Supplement No. 5 |
Filed
Pursuant to Rule 424(b)(3) |
(to
prospectus dated June 15, 2021) |
Registration
No. 333-256501 |
Stem, Inc.
Up to 52,107,817 Shares of Common Stock
Up to 19,967,263 Shares of Common Stock Issuable upon Exercise of
the
Warrants
Up to 7,181,134 Warrants
This prospectus supplement no. 5 is being filed to update and
supplement information contained in the prospectus dated
June 15, 2021 (the “Prospectus”) related to: (1) the
issuance by us of up to 19,967,263 shares of our common stock, par
value $0.0001 per share (“Common Stock”) that may be issued upon
exercise of warrants to purchase Common Stock at an exercise price
of $11.50 per share of Common Stock, including the public warrants
and the Private Placement Warrants (as defined in the Prospectus);
and (2) the offer and sale, from time to time, by the Selling
Securityholders (as defined in the Prospectus) identified in the
Prospectus, or their permitted transferees, of (i) up to
52,107,817 shares of Common Stock and (ii) up to 7,181,134
Private Placement Warrants. This prospectus supplement is
incorporated by reference into the Prospectus. This prospectus
supplement updates and supplements the information in the
Prospectus and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any
amendments or supplements thereto. This prospectus supplement
should be read in conjunction with the Prospectus and any prior
amendments or supplements thereto and if there is any inconsistency
between the information therein and this prospectus supplement, you
should rely on the information in this prospectus supplement.
Investing in our securities involves risks. See “Risk
Factors” beginning on page 5 of the Prospectus and in any
applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any other
regulatory body have approved or disapproved these securities, or
passed upon the accuracy or adequacy of this prospectus supplement.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 22,
2021.
Selling Securityholders
The following information is provided as of August 13, 2021 to
update (i) the Selling Securityholders table in the Prospectus
to reflect the transfers by Star Peak Sponsor LLC of 9,375,641
shares of our Common Stock previously held by it by virtue of a
distribution to its members pro rata in accordance with the Selling
Securityholder table set forth below and (ii) the risk factors
included in the Prospectus.
The table below sets forth, for each Selling Securityholder, the
name, the number of shares of Common Stock and Private Placement
Warrants beneficially owned, the maximum number of shares of Common
Stock and Private Placement Warrants that may be offered pursuant
to this Prospectus and the number of shares of Common Stock and
Private Placement Warrants that would be beneficially owned after
the sale of the maximum number of shares of Common Stock and
Private Placement Warrants. Where the name of a Selling
Securityholder identified in the table below also appears in the
table in the Prospectus, the information set forth in the table
below regarding that Selling Securityholder supersedes and replaces
the information regarding such Selling Securityholder in the
Prospectus.
Within the past three years, other than any relationships described
below, none of the Selling Securityholders has held a position as
an officer or director of ours, nor has any Selling Securityholder
had any material relationship of any kind with us or any of our
affiliates, except that certain Selling Securityholders acquired
shares of our Common Stock pursuant to the transactions described
above. All information with respect to share ownership has been
furnished by the Selling Securityholders, unless otherwise noted.
The shares being offered are being registered to permit public
secondary trading of such shares and each Selling Securityholder
may offer all or part of the shares it owns for resale from time to
time pursuant to the Prospectus. In addition, other than the
relationships described below, none of the Selling Securityholders
has any family relationships with our officers, directors or
controlling stockholders.
The term “Selling Securityholders” also includes any transferees,
pledgees, donees, or other successors in interest to the Selling
Securityholders named in the table below. Unless otherwise
indicated, to our knowledge, each person named in the table below
has sole voting and investment power (subject to applicable
community property laws) with respect to the shares of Common Stock
and Private Placement Warrants set forth opposite such person’s
name. We will file additional prospectus supplements to the
Prospectus (or post-effective amendments thereto, if necessary) to
name successors to any named Selling Securityholders who are able
to use the Prospectus to resell the Common Stock registered
thereby.
|
|
Before the Offering |
|
|
After the Offering |
|
Name and Address of Selling Securityholder |
|
Common Stock
Beneficially Owned
Prior to the
Offering (1)
|
|
|
Private
Placement
Warrants
Beneficially
Owned Prior
to the
Offering |
|
|
Number of
Shares of
Common
Stock Being
Offered |
|
|
Number of
Private
Placement
Warrants Being
Offered |
|
|
Number of
Shares of
Common Stock
Beneficially
Owned After the
Offered Shares of
Common Stock
are Sold |
|
|
Percentage of
Outstanding
Common Stock
Beneficially
Owned After the
Offered Shares of
Common Stock
are Sold |
|
|
Number of
Private
Placement
Warrants
Beneficially
Owned After the
Offered Private
Placement
Warrants are
Sold |
|
Sponsor Investors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1811 Pesikoff Family Trust(1) |
|
|
25,339 |
|
|
|
— |
|
|
|
25,339 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Alec
Litowitz (2) |
|
|
1,886,686 |
|
|
|
— |
|
|
|
1,886,686 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Brian
Robert Beglin (3) |
|
|
4,687 |
|
|
|
— |
|
|
|
4,687 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
BSCH
Master I Sub (MAG) L.P. (4) |
|
|
1,251,092 |
|
|
|
— |
|
|
|
1,251,092 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Charles
H. Coyle (5) |
|
|
3,516 |
|
|
|
— |
|
|
|
3,516 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Charles
Park Shaper (6) |
|
|
246,983 |
|
|
|
— |
|
|
|
246,983 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Courtney Kozel (7) |
|
|
11,719 |
|
|
|
— |
|
|
|
11,719 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Craig
Philip Rohr (8) |
|
|
261,042 |
|
|
|
— |
|
|
|
261,042 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
D.
Michael Dean (9) |
|
|
110,011 |
|
|
|
— |
|
|
|
110,011 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dain
DeGroff (10) |
|
|
156,953 |
|
|
|
— |
|
|
|
150,453 |
|
|
|
— |
|
|
|
6,500 |
|
|
|
* |
|
|
|
— |
|
David
Wilansky (11) |
|
|
73,943 |
|
|
|
— |
|
|
|
73,943 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Duane
G. Kelley (12) |
|
|
15,204 |
|
|
|
— |
|
|
|
15,204 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Eric J
Scheyer (13) |
|
|
859,355 |
|
|
|
— |
|
|
|
859,355 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Grace
Sunyuh Kim-E (14) |
|
|
5,859 |
|
|
|
— |
|
|
|
5,859 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
James
Thomas McCartt (15) |
|
|
15,204 |
|
|
|
— |
|
|
|
15,204 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Jerome
Silvey (16) |
|
|
46,879 |
|
|
|
— |
|
|
|
46,879 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Joshua
Taylor (17) |
|
|
8,235 |
|
|
|
— |
|
|
|
8,235 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mag
Alpha 2 LLC (18) |
|
|
365,589 |
|
|
|
— |
|
|
|
365,589 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mag
Beta LLC (19) |
|
|
497,847 |
|
|
|
— |
|
|
|
497,847 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mag
Gamma LLC (20) |
|
|
79,907 |
|
|
|
— |
|
|
|
79,907 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Matthew
Wilkes (21) |
|
|
46,879 |
|
|
|
— |
|
|
|
46,879 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Michael
Wilds (22) |
|
|
76,494 |
|
|
|
— |
|
|
|
76,494 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
MTP
Energy Management LLC |
|
|
16,426 |
|
|
|
— |
|
|
|
16,426 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Nichole
Milz (23) |
|
|
11,719 |
|
|
|
— |
|
|
|
11,719 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Pangxin
Tao (24) |
|
|
2,344 |
|
|
|
— |
|
|
|
2,344 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ross
Laser (25) |
|
|
943,343 |
|
|
|
— |
|
|
|
943,343 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Scott
M. Bilyeu Revocable Trust (26) |
|
|
15,204 |
|
|
|
— |
|
|
|
15,204 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Steven
Settles (27) |
|
|
16,408 |
|
|
|
— |
|
|
|
16,408 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Tarja
Bentgarde-Childers (28) |
|
|
2,344 |
|
|
|
— |
|
|
|
2,344 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Tyler
David Peterson (29) |
|
|
25,339 |
|
|
|
— |
|
|
|
25,339 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Tyson
E. Taylor (30) |
|
|
30,787 |
|
|
|
— |
|
|
|
30,787 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Xing
Fang (31) |
|
|
2,344 |
|
|
|
— |
|
|
|
2,344 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Zachary
Paul Kaufman (32) |
|
|
15,204 |
|
|
|
— |
|
|
|
15,204 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Directors and Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam E.
Daley (33) |
|
|
771,884 |
|
|
|
— |
|
|
|
766,360 |
|
|
|
— |
|
|
|
5,524 |
|
|
|
* |
|
|
|
— |
|
Michael
C. Morgan (34) |
|
|
1,534,896 |
|
|
|
— |
|
|
|
1,484,896 |
|
|
|
— |
|
|
|
50,000 |
|
|
|
* |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Less
than one percent
(1) – David L. Pesikoff is the trustee of the 1811 Pesikoff
Family Trust and has voting and dispositive control over the
securities held by it. The address of the 1811 Pesikoff Family
Trust is 1811 North Boulevard, Houston, TX 77098.
(2) – Alec Litowitz is a former director of the Company.
Includes 1,781,828 shares held by LL Nova Investments, LLC. Alec
Litowitz is the Manager of LL Nova Investments, LLC and has voting
and dispositive control over the securities held by it. The address
of LL Nova Investments, LLC is 1001 Green Bay Road #317,
Winnetka, IL 60093. The address of Alec Litowitz is 1001 Green
Bay Road #317, Winnetka, IL 60093.
(3) – The address of Brian Robert Beglin is 1861 North Dayton
Street, Unit F, Chicago, IL 60614.
(4) – Reflects securities held directly by BSCH Master I Sub
(MAG) L.P. (the “BSCH Fund”). BSCH Master II L.P. is the general
partner of BSCH Fund. BSCH B Intermediate L.P. is the general
partner of BSCH Master II L.P. Blackstone Strategic Capital
Associates B L.L.C. is the general partner of BSCH B Intermediate
L.P. Blackstone Holdings II L.P. is the sole member of Blackstone
Strategic Capital Associates B L.L.C. Blackstone Strategic Capital
Advisors L.L.C. is the investment manager of the BSCH Fund.
Blackstone Holdings I L.P. is the sole member of Blackstone
Strategic Capital Advisors L.L.C. Blackstone Holdings I/II GP
L.L.C. is the general partner of each of Blackstone Holdings I L.P.
and Blackstone Holdings II L.P. Blackstone Inc. is the sole member
of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management
L.L.C. is the sole holder of the Series II preferred stock of
Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned
by its senior managing directors and controlled by its founder,
Stephen A. Schwarzman. Each of such Blackstone entities and
Mr. Schwarzman may be deemed to beneficially own the
securities beneficially owned by the BSCH Fund directly or
indirectly controlled by it or him, but each (other than the BSCH
Fund to the extent of its direct holdings) disclaims beneficial
ownership of such securities. The address of each of the entities
and persons listed is c/o Blackstone Inc., 345 Park Avenue, New
York, NY 10154.
(5) – The address of Charles H. Coyle is 365 North Halsted,
Apartment 401, Chicago, IL 60661.
(6) – Charles Park Shaper is a former director of the Company.
The address of Charles Park Shaper is 5005 Green Tree Road,
Houston, TX 77056.
(7) – The address of Courtney Kozel is 888 Ash Street,
Winnetka, IL 60093.
(8) – The address of Craig Philip Rohr is 400 West Huron
Street, Apartment 1401, Chicago, IL 60654.
(9) – The address of D. Michael Dean is 339 West Webster
Avenue, Unit 4, Chicago, IL 60614.
(10) – Includes 82,518 shares of Common Stock held by the
DeGroff/Schneider Revocable Trust. Dain DeGroff is the trustee of
the DeGroff/Schneider Revocable Trust and has voting and
dispositive control over the securities held by it. The address of
Dain DeGroff and the DeGroff/Schneider Revocable Trust is 55
Hamilton Court, Palo Alto, CA 94301.
(11) – The address of David Wilansky is 762 Greenwood Avenue,
Glencoe, IL 60022.
(12) – The address of Duane G. Kelley is 1908 Augusta Drive, Unit
16, Houston, TX 77057.
(13) – Eric Scheyer is a former Chief Executive Officer and
director of the Company. Includes (i) 131,073 shares held by
the Eric J. Scheyer Living Trust, (ii) 613,284 shares held by
the Eric J. Sheyer 2010 Investment Trust and (iii) 114,978
shares held by the Scheyer 2007 Investment Trust. Eric J Scheyer is
the co-trustee of the Eric J Scheyer Living Trust, the Eric J
Sheyer 2010 Investment Trust and the Scheyer 2007 Investment Trust
and has voting and dispositive control over the securities held by
each entity. Margaret Scheyer is the co-trustee of the Eric J
Scheyer Living Trust, the Eric J Sheyer 2010 Investment Trust and
the Scheyer 2007 Investment Trust and has voting and dispositive
control over the securities held by it. The address of each of the
entities and persons listed is 181 Hawthorn Avenue,
Glencoe, IL 60022.
(14) – The address of Grace Sunyuh Kim-E is 3233 West Dallas
Street, Apartment #1412, Houston, TX 77019.
(15) – The address of James Thomas McCartt is 9623 Westland Cove
Way, Unit 132, Knoxville, TN 37922.
(16) – The address of Jerome Silvey is 1748 Kipling Street,
Houston, TX 77098.
(17) – The address of Joshua Taylor is 940 Woodlawn Road,
Glenview, IL 60025.
(18) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Alpha 2 LLC and has voting and dispositive control
over the securities held by it. The address of Mag Alpha 2 LLC is
c/o G1 Partners, LLC, 300 South Northwest Highway, Suite 209,
Park Ridge, IL 60068.
(19) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Beta LLC and has voting and dispositive control over
the securities held by it. The address of Mag Beta LLC is c/o G1
Partners, LLC, 300 South Northwest Highway, Suite 209, Park
Ridge, IL 60068.
(20) – Dave Snyderman is the investment adviser to the controlling
entity of Mag Gamma LLC and has voting and dispositive control over
the securities held by it. The address of Mag Gamma LLC is c/o G1
Partners, LLC, 300 South Northwest Highway, Suite 209, Park
Ridge, IL 60068.
(21) – The address of Matthew Wilkes is 1340 North Astor Street,
#2608, Chicago, IL 60610.
(22) – The address of Michael Wilds is 820 West 63rd Street, Kansas
City, MO 64113.
(23) – The address of Nichole Milz is 6070 North Forest Glen
Avenue, Chicago, IL 60646.
(24) – The address of Pangxin Tao is 1460 North Sandburg Terrace,
Apartment 2403, Chicago, IL 60610.
(25) – Includes 203,679 shares held by Bluestar Ventures LLC and
687,235 shares held by RL Capital Ventures (MCP Holdings), LLC (the
“Laser LLCs”). Ross Laser is the Manager of the Laser LLCs and has
voting and dispositive control over the securities held by them.
The address of Ross Laser and the Laser LLCs is 1603 Orrington
Avenue, 13th Floor, Evanston, IL 60201.
(26) – Scott M. Bilyeu is the trustee of the Scott M. Bilyeu
Revocable Trust and has voting and dispositive control over the
securities held by it. The address of the Scott M. Bilyeu Revocable
Trust is 706 Hillcrest Avenue, Pacific Grove, CA 93950.
(27) – The address of Steven Settles is 1316 Woodlawn Avenue,
Glenview, IL 60025.
(28) – The address of Tarja Bentgarde-Childers is 1751 West
Granville Avenue, Apartment 2, Chicago, IL 60660.
(29) – The address of Tyler David Peterson is 1670 Broadmoor Drive
East, Seattle, WA 98112.
(30) – Tyson E. Taylor is a former General Counsel and Secretary of
the Company The address of Tyson E. Taylor is 2212 South Chickasaw
Trail, Orlando, FL 32825.
(31) – The address of Xing Fang is 1855 Westleigh Drive,
Glenview, IL 60025.
(32) – The address of Zachary Paul Kaufman is 50 El Potrero, Carmel
Valley, CA 93924.
(33) – Adam E. Daley is a member of the board of directors of the
Company. Includes 432,725 shares held in the Daley Revocable Trust,
U/T/A 2/7/19 and 246,251 shares held in the Daley Investment Trust,
U/T/A 2/7/19 (the “Daley Trusts”). Adam E. Daley and Morgan B.
Daley are co-trustees of the Daley Trusts and have voting and
dispositive control over the securities held by them. The address
of Adam E. Daley and the Daley Trusts is 10923 Wickwild Street,
Houston, TX 77024.
(34) – Michael C. Morgan is a member of the board of directors of
the Company. Includes (i) 532,130 shares held by the Coastal
Hacienda Revocable Trust, (ii) 50,000 shares held by
Portcullis Partners, LP and (iii) 952,766 shares held by
Portcullis Investments, LP. Michael C. Morgan is a co-trustee of
the Coastal Hacienda Revocable Trust and has voting and dispositive
control over the securities held by it. The address of the Coastal
Hacienda Revocable Trust is P.O. Box 1013, Pebble Beach, CA
93953. Michael C. Morgan is the Manager of the General Partner and
President of each of Porticullis Partners, LP and Portcullis
Investments, LP and has voting and dispositive control over the
securities held by each of them. The address of each entity listed
in this footnote is 11 Greenway Plaza, Suite 2000, Houston, TX
77046. The address of Portcullis Investments, LP is 2001 Kirby
Drive, Suite 800, Houston, TX 77019
Additional Update to the Prospectus
The following risk factor is added to the section of the Prospectus
entitled “Risk factors – Risks Relating to Stem’s Business and
Industry – Third-Party Partner Risks.”
The interruption of the flow of components and materials from
domestic and international suppliers could disrupt our supply
chain, including as a result of the imposition of additional
duties, tariffs, and other charges on imports and
exports.
We purchase some of our components and materials through
arrangements with various suppliers both inside and outside of the
United States, and have experienced delays in obtaining these
components and materials as a result of the recent COVID-19
pandemic and the Delta variant. For example, global shipping
disruptions or the ongoing global chip shortage may impact or delay
shipments of our equipment from our suppliers, which may delay or
prevent our ability to fulfill the orders of our customers.
Political, social, or economic instability in certain regions where
our suppliers are located or where our products are made, could
cause future disruptions in trade. Actions in various countries
have created uncertainty with respect to tariff impacts on the
costs of some of our components and materials. The degree of our
exposure is dependent on (among other things) the type of
materials, rates imposed, and timing of the tariffs. Other events
that could also cause disruptions to our domestic and international
supply chains include:
|
· |
logistics and shipping constraints; |
|
· |
the financial instability or bankruptcy of vendors; |
|
· |
public health issues and epidemic diseases, their effects
(including any disruptions they may cause) or the perception of
their effects; |
|
· |
significant labor disputes, such as dock strikes; |
|
· |
the imposition of additional trade law provisions or
regulations; |
|
· |
the imposition of additional duties, tariffs and other charges
on imports and exports, including as a result of the escalating
trade war between China and the United States; |
|
· |
quotas imposed by bilateral trade agreements; |
|
· |
foreign currency fluctuations; and |
|
· |
restrictions on the transfer of funds. |
We cannot predict whether the countries in which our components and
materials are sourced, or may be sourced in the future, will be
subject to new or additional trade restrictions imposed by the
United States or other foreign governments, including the
likelihood, type, or effect of any such restrictions. Trade
restrictions, including new or increased tariffs or quotas, border
taxes, embargoes, safeguards, and customs restrictions against
certain components and materials, as well as labor strikes and work
stoppages or boycotts, could increase the cost or reduce or
delay the supply of components and materials available to us and
adversely affect our business, financial condition and results of
operations.
Stem (NYSE:STEM)
Historical Stock Chart
From Apr 2022 to May 2022
Stem (NYSE:STEM)
Historical Stock Chart
From May 2021 to May 2022