United States
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. )*
Lulu’s Fashion Lounge Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55003A108
(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. 55003A108 | Schedule 13G | Page 1 of 9 |
| 1 |
Names of Reporting Persons
H.I.G. Growth Partners – Lulu’s Intermediate, LLC
| |
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware
| |
|
Number of Shares |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
13,791,895
| |
| 7 | Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
13,791,895
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,791,895 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
35.9%
|
| 12 |
Type of Reporting Person
OO
|
| CUSIP No. 55003A108 | Schedule 13G | Page 2 of 9 |
| 1 |
Names of Reporting Persons
H.I.G. Growth Partners – Lulu’s, L.P.
| |
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware
| |
|
Number of Shares |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
13,791,895
| |
| 7 | Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
13,791,895
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,791,895 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
35.9%
|
| 12 |
Type of Reporting Person
PN
|
| CUSIP No. 55003A108 | Schedule 13G | Page 3 of 9 |
| 1 |
Names of Reporting Persons
H.I.G.-GPII, Inc.
| |
| 2 |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware
| |
|
Number of Shares |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
13,791,895
| |
| 7 | Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
13,791,895
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,791,895 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
35.9%
|
| 12 |
Type of Reporting Person
CO
|
| CUSIP No. 55003A108 | Schedule 13G | Page 4 of 9 |
| 1 |
Names of Reporting Persons
Anthony Tamer
| |
| 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 |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
13,791,895
| |
| 7 | Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
13,791,895
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,791,895 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
35.9%
|
| 12 |
Type of Reporting Person
IN
|
| CUSIP No. 55003A108 | Schedule 13G | Page 5 of 9 |
| 1 |
Names of Reporting Persons
Sami Mnaymneh
| |
| 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 |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
13,791,895
| |
| 7 | Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
13,791,895
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,791,895 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
35.9%
|
| 12 |
Type of Reporting Person
IN
|
| CUSIP No. 55003A108 | Schedule 13G | Page 6 of 9 |
| ITEM 1. | (a) | Name of Issuer: |
Lulu’s Fashion Lounge Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
195 Humboldt Avenue, Chico, California 95928
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
H.I.G. Growth Partners – Lulu’s Intermediate, LLC (“H.I.G. Intermediate”)
H.I.G. Growth Partners – Lulu’s, L.P. (“H.I.G. LP”);
H.I.G.-GPII, Inc. (“H.I.G. GP”);
Anthony Tamer; and
Sami Mnaymneh.
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.
| (c) | Citizenship of each Reporting Person is: |
Each of H.I.G. Intermediate, H.I.G. LP and H.I.G. GP are organized under the laws of the State of Delaware. Each of Messrs. Tamer and Mnaymneh are citizens of the United States.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”).
| (e) | CUSIP Number: |
55003A108
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
| CUSIP No. 55003A108 | Schedule 13G | Page 7 of 9 |
The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2021, based upon 38,421,124 shares of Common Stock outstanding as of December 10, 2021 based on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 16, 2021.
| 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: |
||||||||||||||||||
| H.I.G. Growth Partners – Lulu’s Intermediate, LLC | 13,791,895 | 35.9 | % | 0 | 13,791,895 | 0 | 13,791,895 | |||||||||||||||||
| H.I.G. Growth Partners – Lulu’s, L.P. | 13,791,895 | 35.9 | % | 0 | 13,791,895 | 0 | 13,791,895 | |||||||||||||||||
| H.I.G.-GPII, Inc. | 13,791,895 | 35.9 | % | 0 | 13,791,895 | 0 | 13,791,895 | |||||||||||||||||
| Anthony Tamer | 13,791,895 | 35.9 | % | 0 | 13,791,895 | 0 | 13,791,895 | |||||||||||||||||
| Sami Mnaymneh | 13,791,895 | 35.9 | % | 0 | 13,791,895 | 0 | 13,791,895 | |||||||||||||||||
H.I.G. Intermediate is the record holder of the shares of Common Stock reported herein. H.I.G. GP is the general partner of H.I.G. LP, which is the manager of H.I.G. Intermediate. Anthony Tamer and Sami Mnaymneh are the sole shareholders of H.I.G. GP. As a result, each of Messrs. Tamer and Mnaymneh, H.I.G. GP and H.I.G. LP may be deemed to share beneficial ownership of the Common Stock held of record by H.I.G. Intermediate.
| 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. 55003A108 | Schedule 13G | Page 8 of 9 |
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 14, 2022
| H.I.G. Growth Partners – Lulu’s Intermediate, LLC | |
| By: H.I.G. Growth Partners – Lulu’s, L.P., its manager | |
| By: H.I.G.-GP II, Inc., its general partner |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| H.I.G. Growth Partners – Lulu’s, L.P. | |
| By: H.I.G.-GP II, Inc., its general partner |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| H.I.G.-GP II, Inc. |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| Anthony Tamer | |
| /s/ Anthony Tamer |
| Sami W. Mnaymneh | |
| /s/ Sami W. Mnaymneh |
| CUSIP No. 55003A108 | Schedule 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2022.
| H.I.G. Growth Partners – Lulu’s Intermediate, LLC | |
| By: H.I.G. Growth Partners – Lulu’s, L.P., its manager | |
| By: H.I.G.-GP II, Inc., its general partner |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| H.I.G. Growth Partners – Lulu’s, L.P. | |
| By: H.I.G.-GP II, Inc., its general partner |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| H.I.G.-GP II, Inc. |
| By: | /s/ Richard Siegel | |
| Name: Richard Siegel | ||
| Title: Authorized Signatory | ||
| Anthony Tamer | |
| /s/ Anthony Tamer |
| Sami W. Mnaymneh | |
| /s/ Sami W. Mnaymneh |