SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abbott Michael P.

(Last)

(First)

(Middle)

2500 EXECUTIVE PARKWAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Owlet, Inc. [ OWLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$0.3	07/15/2021		A		823,370⁽¹⁾		⁽²⁾	03/18/2028	Common Stock	823,370	$0⁽¹⁾	823,370	D
Stock Options	$0.78	07/15/2021		A		102,659⁽¹⁾		⁽³⁾	03/22/2030	Common Stock	102,659	$0⁽¹⁾	102,659	D
Stock Options	$7.13	07/15/2021		A		494,226⁽¹⁾		⁽⁴⁾	01/23/2031	Common Stock	494,226	$0⁽¹⁾	494,226	D

Explanation of Responses:

1. On July 15, 2021, pursuant to that certain Business Combination Agreement, dated as of February 15, 2021, by and among the Issuer, Project Olympus Merger Sub, Inc. ("Merger Sub") and Owlet Baby Care Inc. ("Owlet Baby Care"), Merger Sub merged with and into Owlet Baby Care with Owlet Baby Care surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each outstanding option to purchase shares of Owlet Baby Care common stock (each an "Owlet Baby Care Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of Owlet Baby Care common stock subject to the applicable Owlet Baby Care Option multiplied by (ii) approximately 2.053, rounded down to the nearest whole share.

2. Represents an award of stock options on March 19, 2018, which vests with respect to 25% of the options on February 26, 2019 and as to the remaining 75% in 36 monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.

3. Represents an award of stock options on March 23, 2020, which vests in 48 monthly installments beginning on January 1, 2020, subject to the reporting person's continued service through the applicable vesting date.

4. Represents an award of stock options on January 24, 2021, which vests in 48 monthly installments beginning on January 1, 2021, subject to the reporting person's continued service through the applicable vesting date.

	/s/ Jacob Briem, Attorney-in-Fact	07/19/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Abbott Michael P.