Item 3. Source and Amount of Funds
All of the shares of the Common Stock to which this Schedule 13D relates were acquired by the Reporting Persons pursuant to the Agreement and Plan of Merger,
dated as of June 17, 2021 (the BCA), by and among the Company (f/k/a Leo Holdings III Corp), Longleaf Merger Sub, Inc. (First Merger Sub) and Longleaf Merger Sub II, LLC (Second Merger, and together with
First Merger Sub, the Merger Subs), and Local Bounti Corporation (Legacy Local Bounti). Pursuant to the BCA, First Merger Sub merged with and into Legacy Local Bounti, with Legacy Local Bounti surviving the merger as a wholly
owned subsidiary of the Company (the First Merger), and after the First Merger, Legacy Local Bounti merged with and into Second Merger Sub and into Legacy Local Bounti, with Second Merger Sub surviving the merger as a wholly owned
subsidiary of the Company (the Merger and collectively with the other transactions described in the BCA, the Transactions). The Transactions closed on November 19, 2021 (the Closing Date).
Pursuant to the BCA and effective as of the Closing Date, 3,316,500 shares of Legacy Local Bounti Common Stock held by McLeod Management Co. LLC were
converted into 16,481,907 shares of Common Stock of the Company, among which 375,000 shares of Common Stock of the Company were gifted to Dechomai Foundation, Inc. for estate planning purposes effective as of the Closing Date.
Item 4. Purpose of the Transaction
The Reporting
Persons acquired the Common Stock pursuant to the BCA. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
Mr. Joyner serves as the Co-Chief Executive Officer and a Board of Director of the Company. Accordingly, the
Reporting Persons may have influence over the corporate activities of the Company, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Registration Rights Agreement
and the Lockup Agreement described in Item 6 of this Schedule 13D, the Reporting Persons may, from time to time, purchase or sell securities of the Company as appropriate for their personal circumstances.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the
actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all
of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(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
the Closing Date. The percentage of the Common Stock is based on 86,299,495 shares of Common Stock outstanding as of the Closing Date as reported in the Form 8-K. Travis M. Joyner beneficially owns an
aggregate of 16,106,907 shares of Common Stock, representing approximately 18.7% 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.