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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Local Bounti Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
53960E205 (CUSIP Number) |
Wheat Wind Farms, LLC c/o Local Bounti Corp., 490 Foley Lane Hamilton, MT, 59840 800-640-4016 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 53960E205 |
| 1 |
Name of reporting person
Wheat Wind Farms LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,177,386.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Based on 8,655,669 shares of Common Stock of Local Bounti Corporation (the "Issuer") outstanding as of November 8, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2024.
SCHEDULE 13D
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| CUSIP No. | 53960E205 |
| 1 |
Name of reporting person
Craig M. Hurlbert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,398,525.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 181,139 shares held directly by Mr. Hurlbert; (ii) 40,000 RSUs granted under the Issuer's 2021 Equity Incentive Plan which, subject to Mr. Hurlbert's continued service with the Issuer, will vest on February 1, 2025; and (iii) 1,177,386 shares of Common Stock held by Wheat Wind Farms, LLC. Mr. Hurlbert serves as the president of Wheat Wind Farms, LLC and, as such, has sole voting and dispositive power with respect to the shares held by Wheat Wind Farms, LLC and may be deemed to beneficially own the shares of Common Stock held by Wheat Wind Farms, LLC.
Based on 8,655,669 shares of Common Stock of the Issuer outstanding as of November 8, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Local Bounti Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
490 Foley Lane, Hamilton,
MONTANA
, 59840. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:
On April 25, 2024, Mr. Hurlbert was granted 120,000 RSUs, which will vest in three equal installments on February 1, 2025, February 1, 2026 and February 1, 2027, subject to his continuous service on each vesting date. On December 11, 2024, December 16, 2024 and December 19, 2024, Mr. Hurlbert purchased 1,250 shares, 2,750 shares and 3,250 shares of Common Stock, respectively. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a) - (b) The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons is provided as of January 1, 2025. The percentage of Common Stock owned by the Reporting Persons is based on 8,655,669 shares of Common Stock outstanding as of November 8, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2024.
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is incorporated herein by reference. |
| (c) | (c) Except as described in Item 4, the Reporting Persons have not effected any transactions in the Common Stock since the most recent filing on Schedule 13D. |
| (d) | (d) - (e) Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following:
The information disclosed in Item 4 of Amendment No. 6 to the Schedule 13D is incorporated herein by reference. |
| 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.
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