UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A*
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lemonade, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
52567D 107
(CUSIP Number)
March 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:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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 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).
Continued on following pages
Page 1 of 5 Pages
| CUSIP NO. 52567D 107 | Page 2 of 5 Pages |
| (1) |
Names of Reporting Persons
Alex Bernard Clavel | ||
| (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 of America | ||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) |
Sole Voting Power
0 | |
| (6) |
Shared Voting Power
0* | ||
| (7) |
Sole Dispositive Power
0 | ||
| (8) |
Shared Dispositive Power
0* | ||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0* | ||
| (10) |
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares
Not applicable. | ||
| (11) |
Percent of Class Represented By Amount in Row (9)
0.0%** | ||
| (12) |
Type of Reporting Person (See Instructions)
IN | ||
| (*) | See Item 4 of this Schedule 13G. |
| (**) | Calculated based on 69,301,430 Shares outstanding as of March 3, 2023, as reported by Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2023. |
| CUSIP NO. 52567D 107 | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
Lemonade, Inc. (“Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
5 Crosby Street, 3rd Floor, New York, New York 10013
| Item 2(a). | Name of Person Filing: |
Alex Bernard Clavel
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o SoftBank Group Capital Ltd, 1 Circle Star Way, San Carlos, California 94070
| Item 2(c). | Citizenship: |
United States of America
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (“Shares”)
| Item 2(e). | CUSIP Number: |
52567D 107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
| Item 4. | Ownership. |
| Item 4(a). | Amount Beneficially Owned: |
See response to Item 9 on the cover page. On March 31, 2023, the joint investment committee of the Issuer, to which SoftBank Group Capital Ltd (“SBGC”) had delegated voting and dispositive power over the Shares SBGC holds and of which committee the Reporting Person was a member, was dissolved, whereupon the Reporting Person ceased to be deemed an indirect beneficial owner of the Shares held by SBGC.
| Item 4(b). | Percent of Class: |
0.0%, which is calculated based on 69,301,430 Shares outstanding as of March 3, 2023, as reported by Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2023.
| Item 4(c). | Number of shares as to which the person has: |
With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| CUSIP NO. 52567D 107 | Page 4 of 5 Pages |
| 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 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
This Item 7 is not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group |
This Item 9 is not applicable.
| Item 10. | Certification |
This Item 10 is not applicable.
| CUSIP NO. 52567D 107 | Page 5 of 5 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: April 4, 2023 | /s/ Alex Clavel |
| Alex Clavel |