Sec Form 4 Filing - Eclipse Continuity GP I, LLC @ Owlet, Inc. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Eclipse Continuity GP I, LLC 2. Issuer Name and Ticker or Trading Symbol Owlet, Inc. [ OWLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 514 HIGH STREET, SUITE 4 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 968,694 I See footnotes. ( 1 ) Class A Common Stock 1,066,472 I See footnotes. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Convertible Preferred Stock ( 3 ) 02/29/2024 P 6,000 ( 3 ) 02/29/2024 ( 4 ) Class A Common Stock 777,957 $ 1,000 6,000 ( 3 ) I See footnotes. ( 5 ) Common Stock Warrant (Right To Buy) $ 7.7125 ( 6 ) 02/29/2024 P 1,166,935 ( 6 ) 02/29/2024 03/01/2029 Class A Common Stock 1,166,935 ( 6 ) ( 6 ) 1,166,935 I See footnotes. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eclipse Continuity GP I, LLC 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Eclipse Early Growth Fund I, L.P. 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Eclipse Early Growth GP I, LLC 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Eclipse Continuity Fund I, L.P. 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Eclipse Ventures GP I, LLC 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Eclipse Ventures Fund I, L.P. 514 HIGH STREET, SUITE 4 PALO ALTO, CA94301 X Signatures Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner, /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date Eclipse Early Growth GP I LLC, by /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date Eclipse Continuity GP I, LLC, /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date Eclipse Continuity Fund I, L.P., By: Eclipse Continuity GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date Eclipse Ventures GP I, LLC, /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date Eclipse Ventures Fund I, L.P., By: Eclipse Ventures GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Lior Susan is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any. ( 2 )The shares of Common Stock are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any. ( 3 )The Series B Convertible Preferred Stock is convertible into shares of Common Stock. The conversion rate shall initially be 129.6596 shares of Common Stock per each share of Series B Convertible Preferred Stock, subject to adjustment from time to time pursuant to the terms and conditions of the Investment Agreement, dated February 25, 2024, by and among the Issuer and Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I"), amongst others. ( 4 )The Series B Convertible Preferred Stock does not have an expiration date. ( 5 )The shares of Series B Convertible Preferred Stock are held of record by Eclipse EGF I. Eclipse Early Growth GP I, LLC ("Eclipse EG GP I") is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EG GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any. ( 6 )As set forth in the Warrant to Purchase Shares of Common Stock of Owlet, Inc., dated February 29, 2024, by the Issuer and Eclipse EGF I (the "Warrant"), the exercise price and the number of shares of the Issuer's Common Stock issuable upon exercise are subject to adjustment upon the occurrence of certain events. As such, the exercise price and the number of shares of Common Stock issuable upon exercise as reported on this Form 4 are subject to change upon the occurrence of future events in accordance with the terms of the Warrant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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