Sec Form 3 Filing - GV 2016 GP, L.L.C. @ 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 GV 2016 GP, L.L.C. 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) 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2023 (Street) MOUNTAIN VIEW, CA94043 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 57,535,013 ( 1 ) ( 2 ) ( 3 ) I By GV 2016, L.P. ( 4 )

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 GV 2016 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X GV 2016 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X GV 2016, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Signatures /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. 02/27/2023 Signature of Reporting Person Date /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. 02/27/2023 Signature of Reporting Person Date /s/ Inga Goldbard, General Counsel of GV 2016, L.P. 02/27/2023 Signature of Reporting Person Date /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 02/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )GV 2016, L.P. (the "2016 Partnership") directly acquired these securities on February 15, 2023, upon completion of, and as consideration for, the sale of shares of the equity of Soylent Nutrition, Inc., a Delaware corporation ("Soylent"), to the Issuer, in connection with the merger (the "Merger") of the Issuer's subsidiary, Starco Merger Sub I, Inc., a Delaware corporation ("Merger Sub") with and into Soylent, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Merger Sub; (iii) Soylent; and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent equityholders. ( 2 )Pursuant to the terms of the Merger Agreement, as a former preferred stockholder of Soylent, the 2016 Partnership may also be entitled to receive in the future additional shares ("Adjustment Shares") of the Issuer's Class A Common Stock in connection with a post-closing adjustment (the "Post-Closing Adjustment"), subject to the final determination of calculations of Soylent's working capital, cash at closing, indebtedness at closing and certain unpaid Merger transaction expenses in excess of the amount reimbursed by the Issuer. ( 3 )The 2016 Partnership's right to receive any Adjustment Shares issuable pursuant to the Post Closing Adjustment provision in the Merger Agreement became fixed and irrevocable on February 15, 2023, the effective date of the Merger. ( 4 )The securities reported in this row are directly held by the 2016 Partnership. The general partner of the 2016 Partnership is GV 2016 GP, L.P. ("2016 GP"). The general partner of 2016 GP is GV 2016 GP, L.L.C. ("2016 LLC"). The sole managing member of 2016 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2016 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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