UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Local Bounti Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

53960E 106

(CUSIP Number)

McLeod Management Co. LLC

c/o Local Bounti Corporation

400 W. Main St.

Hamilton, MT 59840

406-690-0273

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 15, 2022

(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-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

 

*

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. 53960E 106    SCHEDULE 13D/A

 

  1    

  NAMES OF REPORTING PERSONS

 

  McLeod Management Co. LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

 

  Not Applicable

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Montana

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  16,101,021

     8   

  SHARED VOTING POWER

 

  0

     9   

  SOLE DISPOSITIVE POWER

 

  16,101,021

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,101,021

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  17.1% (1)

14  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Based on 94,060,074 shares of Common Stock of Local Bounti Corporation (the “Company”) outstanding as of June 21, 2022, as reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 23, 2022 (the “Form 8-K”).


CUSIP No. 53960E 106    SCHEDULE 13D/A

 

  1    

  NAMES OF REPORTING PERSONS

 

  Travis M. Joyner

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

 

  Not Applicable

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  18,142,995 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  18,142,995 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  18,142,995 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  19.3% (2)

14  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Includes (i) 16,101,021 shares of Common Stock held by McLeod Management Co. LLC. Mr. Joyner serves as a Managing Member and as such, has sole voting and dispositive power with respect to the shares held by McLeod Management Co. LLC. and may be deemed to beneficially own the shares of Common Stock held by McLeod Management Co. LLC and (ii) 2,000,000 shares of Restricted stock units (“RSUs”) were granted under the Issuer’s 2021 Equity Incentive Plan, of which, subject to Mr. Joyner’s continued service with the Issuer on the applicable vesting date, 10% which vested on July 1, 2022, and the remaining RSUs will vest in three equal installments (of 30% each) on January 1, 2023, 2024 and 2025.

(2)

Based on 94,060,074 shares of common stock of Local Bounti Corporation (the “Issuer”) outstanding as of June 21, 2022, as reported in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 23, 2022.


SCHEDULE 13D/A

Preliminary Note

This Amendment No. 2, dated July 27, 2022 (this “Amendment No. 2”), supplements and amends the Schedule 13D filed on December 8, 2021 (as amended by the Amendment No.1 to Schedule 13D, dated January 26, 2022 and as further amended and supplemented to date, the “Schedule 13D”) relating to shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Local Bounti Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:

Pursuant to the previously adopted sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended, McLeod Management Co. LLC sold in open market transactions on the New York Stock Exchange, through its broker, an aggregate of 5,886 shares of Common Stock.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated by inserting the following,

(a) — (b) The following information with respect to the beneficial ownership of the Common Stock of the Company by the Reporting Persons is provided as of July 27, 2022. The percentage of the Common Stock is based on 94,060,074 shares of Common Stock outstanding as of June 21, 2022, as reported in the Form 8-K filed by the Company with the Securities and Exchange Commission on June 23, 2022. Travis M. Joyner beneficially owns an aggregate of 18,142,995 shares of Common Stock, representing approximately 19.3% of the outstanding Common Stock, through being a Managing Member of McLeod Management Co. LLC.

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) Except as described in Item 3, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.

(d) — (e) Not applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Date: July 27, 2022

 

MCLEOD MANAGEMENT CO. LLC
By:  

/s/ Travis M. Joyner

  Travis M. Joyner
  Managing Member
 

/s/ Travis M. Joyner

  Travis M. Joyner