UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
AEye,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
008183204
(CUSIP
Number)
September
30, 2024
(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 disclosures provided
in a prior cover page. |
The
information required on 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. 008183204 |
|
13G |
|
Page 2
of 8 Pages |
| |
|
|
| 1. |
|
Name
of Reporting Persons
3i,
LP |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☒
(b) ☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
Citizenship
or Place of Organization
Delaware,
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
|
5. |
|
Sole
Voting Power
0 |
| |
6. |
|
Shared
Voting Power
188,932
(1) |
| |
7. |
|
Sole
Dispositive Power
0 |
| |
8. |
|
Shared
Dispositive Power
188,932
(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
188,932
(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(see
instructions) ☐ |
| 11. |
|
Percent
of Class Represented by Amount in Row 9
2.1%
(1) |
| 12. |
|
Type
of Reporting Person (see instructions)
PN |
| |
|
|
|
|
|
|
(1)
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 1 to Schedule
13G (the “Amendment No. 1”), such shares and percentage are (i) based on 8,929,405 shares of common stock,
par value $0.0001 per share, of the issuer (the “Common Stock”) outstanding, as disclosed in the issuer’s
prospectus supplement, dated September 13, 2024, to the registration statement on Form S-3 (File No. 333-274546), filed by the
issuer with the U.S. Securities and Exchange Commission on September 13, 2024 (the “Prospectus Supplement”),
and (ii) includes 58,333 shares of Common Stock issuable upon full exercise of Common Stock purchase warrants directly held by
the reporting person (the “Warrants”).
| CUSIP No. 008183204 |
|
13G |
|
Page 3
of 8 Pages |
| |
|
|
| 1. |
|
Name
of Reporting Persons
3i
Management LLC |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☒
(b) ☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
Citizenship
or Place of Organization
Delaware,
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
|
5. |
|
Sole
Voting Power
0 |
| |
6. |
|
Shared
Voting Power
188,932
(1) |
| |
7. |
|
Sole
Dispositive Power
0 |
| |
8. |
|
Shared
Dispositive Power
188,932
(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
188,932
(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(see
instructions) ☐ |
| 11. |
|
Percent
of Class Represented by Amount in Row 9
2.1%
(1) |
| 12. |
|
Type
of Reporting Person (see instructions)
OO |
| |
|
|
|
|
|
|
(1)
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 1, such shares
and percentage are (i) based on 8,929,405 shares of Common Stock outstanding, as disclosed in the Prospectus Supplement, and (ii)
includes 58,333 shares of Common Stock issuable upon full exercise of the Warrants indirectly held by the reporting person.
| CUSIP No. 008183204 |
|
13G |
|
Page 4
of 8 Pages |
| |
|
|
| 1. |
|
Name
of Reporting Persons
Maier
Joshua Tarlow |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☒
(b) ☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
Citizenship
or Place of Organization
United
States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
|
5. |
|
Sole
Voting Power
0 |
| |
6. |
|
Shared
Voting Power
188,932
(1) |
| |
7. |
|
Sole
Dispositive Power
0 |
| |
8. |
|
Shared
Dispositive Power
188,932
(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
188,932
(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(see
instructions) ☐ |
| 11. |
|
Percent
of Class Represented by Amount in Row 9
2.1%
(1) |
| 12. |
|
Type
of Reporting Person (see instructions)
IN |
| |
|
|
|
|
|
|
(1)
This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 1, such shares
and percentage are (i) based on 8,929,405 shares of Common Stock outstanding, as disclosed in the Prospectus Supplement, and (ii)
includes 58,333 shares of Common Stock issuable upon full exercise of the Warrants indirectly held by the reporting person.
| CUSIP No.
008183204 |
|
13G |
|
Page
5 of 8 Pages |
This
Amendment No. 1 to Statement on Schedule 13G (this “Amendment No. 1”) amends and supplements the Statement
on Schedule 13G filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on
June 7, 2024 (the “Schedule 13G”). The purpose of this Amendment No. 1 is to update the beneficial ownership
information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the reporting persons have
ceased to be the beneficial owner of more than five percent of the shares of the outstanding common stock of the issuer and to
amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the reporting persons.
Item 1.
(a)
Name of Issuer: AEye, Inc (the “Issuer”).
(b)
Address of Issuer’s Principal Executive Offices: 4670 Willow Road, Suite 125, Pleasanton, California 94588.
Item 2.
(a)
Name of Person Filing: This Amendment No. 1 is filed by:
(i) 3i,
LP, a Delaware limited partnership (“3i”);
(ii) 3i
Management LLC, a Delaware limited liability company (“3i Management”); and
(iii) Maier
Joshua Tarlow, a United States citizen (“Mr. Tarlow”).
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Schedule 13G, pursuant
to which they have agreed to file the Schedule 13G, Amendment No. 1 and all subsequent amendments jointly in accordance with the
provisions of Rule 13d-1(k) of the Act.
The
filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of the securities reported herein.
(b)
Address of Principal Business Office, or if None, Residence: 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship: 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is
a citizen of the United States.
(d)
Title of Class of Securities: Common stock, par value $0.0001 per share (the “Common Stock”).
(e)
CUSIP Number: 008183204
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.
| CUSIP No.
008183204 |
|
13G |
|
Page
6 of 8 Pages |
Item 4.
Ownership
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages
to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported
are based on 8,929,405 shares of Common Stock outstanding, as disclosed in the prospectus supplement, dated September 13, 2024,
to the registration statement on Form S-3 (File No. 333-274546), filed by the Issuer with the SEC on September 13, 2024, and (ii)
58,333 shares of Common Stock that may be issued upon full exercise of a Common Stock purchase warrant directly held by 3i (the
“Warrant”).
3i
holds the Warrant as well as 130,599 shares of Common Stock. Consequently, 3i beneficially holds 188,932 shares of Common Stock
(the “Shares”). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which
power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has
shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly
own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares
beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned
by 3i.
Item
5. Ownership of 5 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 5 percent of the class of securities, check the following ☒.
Item
6. Ownership of More than 5 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.
See
Exhibit 1 filed with the Schedule 13G.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certifications
By
signing below each of the Reporting Persons, to the best of their 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 that purpose
or effect, other than activities solely in connection with a nomination under § 240.14a–11.
| CUSIP No. 008183204 |
|
13G |
|
Page 7
of 8 Pages |
SIGNATURES
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:
November 14, 2024
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3i,
LP |
| |
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| |
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By: |
3i Management LLC, |
| |
|
|
its General Partner |
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|
|
|
| |
|
By: |
/s/ Maier
J. Tarlow |
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|
|
Name: Maier J. Tarlow |
| |
|
|
Title: Manager |
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|
|
|
| |
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3i Management LLC |
| |
|
|
|
| |
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By: |
/s/ Maier
J. Tarlow |
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|
|
Name: Maier J. Tarlow |
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|
|
Title: Manager |
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|
|
|
| |
|
/s/
Maier J. Tarlow |
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|
Maier J. Tarlow |
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|
| CUSIP No. 008183204 |
|
13G |
|
Page 8
of 8 Pages |
LIST
OF EXHIBITS
AEye (NASDAQ:LIDRW)
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From Dec 2024 to Jan 2025
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From Jan 2024 to Jan 2025
