Filing Details

Accession Number:
0001104659-22-022716
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
Hig Gp Ii Inc
Company:
Lulu's Fashion Lounge Holdings Inc.
Filing Date:
2022-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
H.I.G. Growth Partners Lulu s Intermediate 0 13,791,895 0 13,791,895 13,791,895 35.9%
H.I.G. Growth Partners Lulu s 0 13,791,895 0 13,791,895 13,791,895 35.9%
H.I.G.-GPII, Inc 0 13,791,895 0 13,791,895 13,791,895 35.9%
Anthony Tamer 0 13,791,895 0 13,791,895 13,791,895 35.9%
Sami Mnaymneh 0 13,791,895 0 13,791,895 13,791,895 35.9%
Filing

 

 

 

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)
xRule 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
Beneficially Owned by
Each Reporting Person
With

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
Beneficially Owned by
Each Reporting Person
With

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
Beneficially Owned by
Each Reporting Person
With

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
Beneficially Owned by
Each Reporting Person
With

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
Beneficially Owned by
Each Reporting Person
With

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.