Sec Form 13G Filing - Lux Encore Sponsor LP filing for Lux Health Tech Acquisition Corp. (LUXA) - 2021-01-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

 

 

Lux Health Tech Acquisition Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

55068A100

(CUSIP Number)

December 31, 2020

(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 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).

 

 

 


CUSIP No. 55068A100   Schedule 13G   Page 1 of 9

 

  1   

Names of Reporting Persons

 

Lux Encore Sponsor, LP

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

8,505,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

8,505,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,505,000

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

19.8%

12  

Type of Reporting Person

 

PN


CUSIP No. 55068A100   Schedule 13G   Page 2 of 9

 

  1   

Names of Reporting Persons

 

Lux Encore Holdings, LLC

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

8,505,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

8,505,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,505,000

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

19.8%

12  

Type of Reporting Person

 

OO (Limited Liability Company)


CUSIP No. 55068A100   Schedule 13G   Page 3 of 9

 

  1   

Names of Reporting Persons

 

Josh Wolfe

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

8,505,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

8,505,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,505,000

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

19.8%

12  

Type of Reporting Person

 

IN


CUSIP No. 55068A100   Schedule 13G   Page 4 of 9

 

  1   

Names of Reporting Persons

 

Peter Hébert

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

8,505,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

8,505,000

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,505,000

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

19.8%

12  

Type of Reporting Person

 

IN


CUSIP No. 55068A100   Schedule 13G   Page 5 of 9

 

ITEM 1.

(a)   Name of Issuer:

Lux Health Tech Acquisition Corp. (the “Issuer”).

(b)   Address of Issuer’s Principal Executive Offices:

920 Broadway, 11th Floor, New York, NY 10010.

 

ITEM 2.

(a)   Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Lux Encore Sponsor, LP (“Sponsor”);

Lux Encore Holdings, LLC (“Lux GP”);

Josh Wolfe; and

Peter Hébert.

(b)   Address or Principal Business Office:

The principal business address of the Reporting Persons is c/o Lux Health Tech Acquisition Corp., 920 Broadway, 11th Floor, New York, NY 10010.

(c)   Citizenship of each Reporting Person is:

The Reporting Persons are organized under the laws of the state of Delaware other than Messrs. Wolfe and Hébert, who are citizens of the United States.

(d)   Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Common Stock”).

(e)   CUSIP Number:

55068A100

 

ITEM 3.

Not applicable.

 

ITEM 4.

Ownership.

(a-c)


CUSIP No. 55068A100   Schedule 13G   Page 6 of 9

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of October 26, 2020, based upon 34,500,000 shares of Common Stock outstanding as of December 8, 2020 based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2020.

 

Reporting Person

   Amount
beneficially
owned
   Percent
of class:
  Sole
power
to vote
or to
direct
the vote:
   Shared
power to
vote or to
direct the
vote:
   Sole
power to
dispose or
to direct
the
disposition

of:
   Shared
power to
dispose or
to direct
the
disposition
of:

Lux Encore Sponsor, LP

   8,505,000    19.8%   0    8,505,000    0    8,505,000

Lux Encore Holdings, LLC

   8,505,000    19.8%   0    8,505,000    0    8,505,000

Josh Wolfe

   8,505,000    19.8%   0    8,505,000    0    8,505,000

Peter Hébert

   8,505,000    19.8%   0    8,505,000    0    8,505,000

Sponsor is the record holder of 8,505,000 shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible into Common Stock at the option of the holder at any time on a one-for-one basis.

Lux GP is the general partner of Sponsor. Josh Wolfe and Peter Hebert are the managing members of Lux GP. As a result, Lux GP, and Messrs. Wolfe and Hébert may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Sponsor.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More than Five 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.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.


CUSIP No. 55068A100   Schedule 13G   Page 7 of 9

SIGNATURE

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:    January 29, 2021

 

Lux Encore Sponsor, LP

By: Lux Encore Holdings, LLC, its general partner

By:   /s/ Peter Hébert

Name:

 

Peter Hébert

Title:

 

Managing Member

By:   /s/ Josh Wolfe

Name:

 

Josh Wolfe

Title:

 

Managing Member

Lux Encore Holdings, LLC

By:   /s/ Peter Hébert

Name:

 

Peter Hébert

Title:

 

Managing Member

By:   /s/ Josh Wolfe

Name:

 

Josh Wolfe

Title:

 

Managing Member

Josh Wolfe

/s/ Josh Wolfe

Peter Hébert

/s/ Peter Hébert


CUSIP No. 55068A100   Schedule 13G   Page 8 of 9

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99    Joint Filing Agreement.