SC 13G 1 tm225726d1_sc13g.htm SCHEDULE 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Winc, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

97265W105

(CUSIP Number)

December 31, 2021

(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 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. 97265W105

Schedule 13G

Page 1 of 4

1	Names of Reporting Persons Brian Patrick Smith
2	Check the Appropriate Box if a Member of a Group	(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 740,096
	6	Shared Voting Power 0
	7	Sole Dispositive Power 740,096
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 740,096
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 5.6%
12	Type of Reporting Person IN

CUSIP No. 97265W105

Schedule 13G

Page 2 of 4

ITEM 1.

(a)

Name of Issuer:

Winc, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

1751 Berkeley St., Studio 3, Santa Monica, CA 90404

ITEM 2.

(a)

Name of Person Filing:

This statement is filed on behalf of Brian Patrick Smith (the “Reporting Person”).

(b)

Address or Principal Business Office:

The business address of the Reporting Person is c/o Winc, Inc., 1751 Berkeley St., Studio 3, Santa Monica, CA 90404.

(c)

Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”).

(e)

CUSIP Number:

97265W105

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 13,159,170 shares of Common Stock outstanding as of December 8, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2021.

CUSIP No. 97265W105

Schedule 13G

Page 3 of 4

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Brian Patrick Smith			740,096				5.6	%			740,096				0				740,096				0

The Reporting Person is the record holder of the shares of Common Stock reported herein.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.

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.

Not applicable.

CUSIP No. 97265W105

Schedule 13G

Page 4 of 4

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.

Date: February 11, 2022

	Brian Patrick Smith

	/s/ Brian Patrick Smith

SEC Form SC 13G filed by Winc Inc.