Sec Form 4 Filing - Benchmark Capital Management Co. VII, L.L.C. @ Cyngn, Inc. - 2021-10-22

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 Benchmark Capital Management Co. VII, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Cyngn, Inc. [ CYN] 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) 2965 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2021 (Street) WOODSIDE, CA94062 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 Common Stock 10/22/2021 C 8,038,585 A 8,038,585 I See footnotes ( 2 ) Common Stock 10/22/2021 C 692,418 A 8,731,003 I See footnotes ( 2 ) Common Stock 10/22/2021 C 217,622 A 8,948,625 I See footnotes ( 2 ) Common Stock 10/22/2021 C 290,162 A 290,162 I See footnotes ( 3 )

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 A Preferred Stock ( 1 ) 10/22/2021 C 8,038,585 ( 1 ) ( 1 ) Common Stock 8,038,585 $ 0 0 I See footnotes ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2021 C 692,418 ( 1 ) ( 1 ) Common Stock 692,418 $ 0 0 I See footnotes ( 2 ) Series C Preferred Stock ( 1 ) 10/22/2021 C 217,622 ( 1 ) ( 1 ) Common Stock 217,622 $ 0 0 I See footnotes ( 2 ) Series C Preferred Stock ( 1 ) 10/22/2021 C 290,162 ( 1 ) ( 1 ) Common Stock 290,162 $ 0 0 I See footnotes ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benchmark Capital Management Co. VII, L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Capital Partners VII, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders' Fund VII, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders' Fund VII-B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P. 10/22/2021 Signature of Reporting Person Date /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P. 10/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All Series of convertible Preferred Stock automatically converted into shares of the Company's Common Stock on a 1-for-1 basis, without payment or further consideration, immediately prior to the consummation of the Company's initial public offering. ( 2 )The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), for itself and as nominee for Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky (a member of the Issuer's board of directors) and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. ( 3 )The shares are held by Benchmark Capital Partners VI, L.P. ("BCP VI"), for itself and as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky (a member of the Issuer's board of directors) and Steven M. Spurlock, the managing members of BCMC VI, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person or entity's pecuniary interest in such securities.

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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