Sec Form 3 Filing - Andreessen Horowitz Fund IV, L.P. @ Starco Brands, Inc. - 2023-02-15

FORM 3 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 Andreessen Horowitz Fund IV, L.P. 2. Issuer Name and Ticker or Trading Symbol Starco Brands, Inc. [ STCB] 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) 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2023 (Street) MENLO PARK, CA94025 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 48,629,088 ( 1 ) ( 2 ) I By Andreessen Horowitz Fund IV, L.P. ( 3 ) Class A Common Stock 8,913,387 ( 1 ) ( 2 ) I By AH Parallel Fund IV, L.P. ( 4 ) ( 5 ) Class A Common Stock 120,642 ( 1 ) ( 2 ) I By a16z Seed-III, LLC ( 6 ) ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Horowitz Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-A, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-A, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Equity Partners IV, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Equity Partners IV (Parallel), L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures Andreessen Horowitz Fund IV, L.P., By: AH Equity Partners IV, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date Andreessen Horowitz Fund IV-A, L.P., By: AH Equity Partners IV, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date Andreessen Horowitz Fund IV-B, L.P., By: AH Equity Partners IV, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date Andreessen Horowitz Fund IV-Q, L.P., By: AH Equity Partners IV, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Parallel Fund IV-A, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Parallel Fund IV-B, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Parallel Fund IV-Q, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date AH Equity Partners IV (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 02/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person acquired these securities on February 15, 2023, as consideration for the Reporting Person's Series A Preferred Stock and/or Series B Preferred Stock of Soylent Nutrition, Inc. ("Soylent"), which the Issuer acquired by merger on February 15, 2023. The merger agreement provides that the former shareholders of Soylent may receive additional shares of the Issuer's Class A Common Stock, at no additional cost, upon certain determinations of Soylent's net working capital, cash at closing, indebtedness at closing, and certain unpaid transaction expenses in excess of the amount reimbursed by the Issuer, in each case as more fully described in the merger agreement. ( 2 )(Continued from Footnote 2) The merger agreement also provides that the former shareholders of Soylent will receive additional shares of the Issuer's Class A Common Stock, at no additional cost, if the trading price of the Issuer's Class A Common Stock is less than $0.35 per share at the close of trading on the trading day immediately prior to February 15, 2024. The Reporting Person's right to receive additional shares pursuant to such earn-out rights became fixed and irrevocable on February 15, 2023, the effective date of the merger. ( 3 )These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. ( 4 )These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. ( 5 )(Continued from Footnote 4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. ( 6 )These shares are held of record by a16z Seed-III, LLC ("a16z Seed"). The shares held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, may be deemed to have sole voting and dispositive power over the securities held by a16z Seed. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP III and may be deemed to have shared voting and dispositive power over the shares held by a16z Seed. ( 7 )(Continued from Footnote 6) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks: This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., AH Equity Partners IV, L.L.C., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Equity Partners IV (Parallel), L.L.C., a16z Seed-III, LLC, Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Equity Partners III, L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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