Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 February 2024 - 8:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dave, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of
Securities)
23834J 20 1
(CUSIP Number)
December 31, 2023
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
x
¨ |
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. 23834J 20 1 |
1. |
Names
of Reporting Persons
Norwest
Venture Partners XIV, LP |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨ x (1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by Norwest Venture Partners XIV, LP (“NVP XIV”), Genesis VC Partners
XIV, LLC (“Genesis XIV”), NVP Associates, LLC (“NVP Associates”), Jeffrey Crowe (“Crowe”), Promod
Haque (“Haque”) and Jon E. Kossow (“Kossow” and, with NVP XIV, Genesis XIV, NVP Associates, Crowe and Haque, collectively,
the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule
13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
CUSIP
No. 23834J 20 1 |
1. |
Names
of Reporting Persons
Genesis
VC Partners XIV, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
CUSIP
No. 23834J 20 1 |
1. |
Names
of Reporting Persons
NVP
Associates, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
CUSIP
No. 23834J 20 1 |
1. |
Names
of Reporting Persons
Jeffrey
Crowe |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
CUSIP
No. 23834J 20 1 |
1. |
Names
of Reporting Persons
Promod
Haque |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
CUSIP
No. 23834J 20 1 |
1. |
Names
of Reporting Persons
Jon
E. Kossow |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
582,675
shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
582,675
shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
582,675
shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.5%
of Class A common stock (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis
XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive
Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment
authority over these shares. |
| (3) | Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares
outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, filed with the SEC on November 7, 2023. |
Item
1. |
|
(a) |
Name
of Issuer
Dave, Inc. |
|
(b) |
Address
of Issuer’s Principal Executive Offices
1265
South Cochran Ave
Los
Angeles, CA 90019 |
|
Item
2. |
|
(a) |
Name
of Person Filing
Norwest
Venture Partners XIV, LP (“NVP XIV”)
Genesis
VC Partners XIV, LLC (“Genesis XIV”)
NVP
Associates, LLC (“NVP Associates”)
Jeffrey
Crowe (“Crowe”)
Promod
Haque (“Haque”)
Jon
E. Kossow (“Kossow”) |
|
(b) |
Address
of Principal Business Office or, if none, Residence
1300
El Camino Real, Suite 200
Menlo
Park, CA 94025 |
|
(c) |
Citizenship |
|
|
Entities: NVP
XIV - Delaware |
|
|
Genesis
XIV - Delaware |
|
|
NVP
Associates - Delaware |
|
|
Individuals: Crowe - United
States of America |
|
|
Haque - United
States of America |
|
|
Kossow - United
States of America |
|
(d) |
Title
of Class of Securities
Class A
common stock, par value $0.0001 (“Class A common stock”) |
|
(e) |
CUSIP
Number
23834J
20 1 |
|
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: |
|
Not
applicable |
|
Item
4. |
Ownership |
The
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
is provided as of December 31, 2023: |
Reporting Persons | |
Shares
Held Directly (1) | | |
Sole Voting Power | | |
Shared Voting Power (1) | | |
Sole Dispositive Power | | |
Shared Dispositive Power (1) | | |
Beneficial Ownership | | |
Percentage of Class (2) | |
NVP XIV (1) | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
Genesis XIV (1) | |
| 0 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
NVP Associates (1) | |
| 0 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
Crowe (1) | |
| 0 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
Haque (1) | |
| 0 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
Kossow (1) | |
| 0 | | |
| 0 | | |
| 582,675 | | |
| 0 | | |
| 582,675 | | |
| 582,675 | | |
| 5.5 | % |
(1) |
Consists of 582,675 shares of Class A common stock held by Norwest Venture Partners XIV, LP. Genesis XIV is the general partner of NVP XIV, NVP Associates is the managing member of Genesis XIV and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIV, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. |
(2) |
Calculation of the percentage of Class A common stock beneficially owned is based on 10,587,288 shares outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 7, 2023. |
Item 5. |
Ownership of Five Percent or Less of a Class |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ |
|
|
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 or Control Person |
|
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 |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
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.
Dated: February 14, 2024
Norwest Venture Partners XIV, LP
By |
Genesis VC Partners XIV, LLC |
|
Its |
General Partner |
|
|
|
|
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
Genesis VC Partners XIV, LLC
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
NVP Associates, LLC
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Promod Haque |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jeffrey Crowe |
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jon E. Kossow |
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Dave, Inc. is filed on behalf of each of us.
Dated: February 14, 2024
Norwest Venture Partners XIV, LP |
|
|
|
By |
Genesis VC Partners XIV, LLC |
|
Its |
General Partner |
|
|
|
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
Genesis VC Partners XIV, LLC |
|
|
|
By |
NVP Associates, LLC, |
|
Its: |
Managing Member |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
NVP Associates, LLC |
|
|
|
By: |
/s/ Matthew De Dominicis |
|
|
Name: Matthew De Dominicis |
|
|
Title: Chief Financial Officer |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Promod Haque |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jeffrey Crowe |
|
|
|
/s/ Matthew De Dominicis |
|
Matthew De Dominicis, |
|
as Attorney-in-fact for Jon E. Kossow |
|
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