Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* 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. 51818V106
|
Schedule 13G
|
Page 1 of 13
|
|
1
|
Names of Reporting Persons
Maven Ventures Fund II, L.P. (“Maven II”)
|
|
|
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
20,684,426 shares, except that Maven Ventures Partners II, LLC (“Maven GP II”), the general partner of Maven II, may
be deemed to have sole power to vote these shares, and James Scheinman (“Scheinman”), the managing member of Maven GP II,
may be deemed to have sole power to vote these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
20,684,426 shares, except that Maven GP II, the general partner of Maven II, may be deemed to have sole power to vote these shares,
and Mr. Scheinman, the managing member of Maven GP II, may be deemed to have sole power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,684,426
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
5.7%
|
|
12
|
Type of Reporting Person
PN
|
|
CUSIP No. 81578P106
|
Schedule 13G
|
Page
2 of 13
|
|
1
|
Names of Reporting Persons
Maven
Ventures Partners II, LLC (“Maven GP II”)
|
|
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
20,684,426 shares, of which all are directly owned by Maven II. Maven GP II, the general partner of Maven II, may be deemed to
have sole power to vote these shares, and Mr. Scheinman, the managing member of Maven GP II, may be deemed to have sole power to vote
these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
20,684,426 shares, of which all are directly owned by Maven II. Maven GP II, the general partner of Maven II, may be deemed to have sole power to dispose of these shares, and Mr. Scheinman, the managing member of Maven GP II, may be deemed to have sole power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,684,426
|
|
10
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent
of Class Represented by Amount in Row 9
5.7%
|
|
12
|
Type of Reporting Person
OO (Limited Liability Company)
|
|
CUSIP No. 81578P106
|
Schedule 13G
|
Page
3 of 13
|
|
1
|
Names of Reporting Persons
Maven
Ventures Fund III, L.P. (“Maven III”)
|
|
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
300,000, except that Maven Ventures Partners III, LLC (“Maven GP III”), the general partner of Maven III, may be deemed
to have sole power to vote these shares, and Mr. Scheinman, the managing member of Maven GP III, may be deemed to have sole power to
vote these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
300,000, except that Maven GP III, the general partner of Maven III, may be deemed to have sole power to vote these shares, and
Mr. Scheinman, the managing member of Maven GP III, may be deemed to have sole power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
0.1%
|
|
12
|
Type of Reporting Person
PN
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page
4 of 13
|
|
Names of Reporting Persons
Maven Ventures Fund III, LLC (“Maven GP III”)
|
|
Check the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ¨
|
|
SEC Use Only
|
|
Citizenship or Place of Organization
Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5
|
Sole Voting Power
300,000 shares, of which all are directly owned by Maven
III. Maven GP III, the general partner of Maven III, may be deemed to have sole power to vote these shares, and Mr. Scheinman, the managing
member of Maven GP III, may be deemed to have sole power to vote these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
300,000 shares, of which all are directly owned by Maven III.
Maven GP III, the general partner of Maven III, may be deemed to have sole power to dispose of these shares, and Mr. Scheinman, the managing
member of Maven GP III, may be deemed to have sole power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
0
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
Percent of Class Represented by Amount in Row 9
0.1%
|
|
Type of Reporting Person
OO (Limited
Liability Company)
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page
5 of 13
|
|
1
|
Names of Reporting Persons
Maven Ventures Opportunity Fund I, L.P. (“Maven Opportunity”)
|
|
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
700,000, except that Maven Ventures Opportunity Partners I,
LLC (“Maven Opportunity GP”), the general partner of Maven Opportunity, may be deemed to have sole power to vote these shares,
and Mr. Scheinman and Sara Deshpande (“Deshpande”), the managing members of Maven Opportunity GP, may be deemed to have shared
power to vote these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
700,000, except that Maven Opportunity GP, the general partner
of Maven Opportunity, may be deemed to have sole power to dispose of these shares, and Mr. Scheinman and Ms. Deshpande, the managing members
of Maven Opportunity GP, may be deemed to have shared power to dispose of these shares
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
0.2%
|
|
12
|
Type of Reporting Person
PN
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page 6 of 13
|
|
1
|
Names of Reporting Persons
Maven Ventures Opportunity Partners I, LLC (“Maven Opportunity GP”)
|
|
|
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
700,000 shares, of which all are directly owned by Maven Opportunity.
Maven Opportunity GP, the general partner of Maven Opportunity, may be deemed to have sole power to vote these shares, and Mr. Scheinman
and Ms. Deshpande, the managing members of Maven Opportunity GP, may be deemed to have shared power to vote these shares.
|
|
6
|
Shared Voting Power
0
|
|
7
|
Sole Dispositive Power
700,000 shares, of which all are directly owned by Maven Opportunity.
Maven Opportunity GP, the general partner of Maven Opportunity, may be deemed to have sole power to dispose of these shares, and Mr. Scheinman
and Ms. Deshpande, the managing members of Maven Opportunity GP, may be deemed to have shared power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
0.2%
|
|
12
|
Type of Reporting Person
OO (Limited Liability Company)
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page 7 of 13
|
|
1
|
Names of Reporting Persons
James Scheinman
|
|
|
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
20,984,426, of which 20,684,426 are directly owned by Maven
II and 300,000 are directly owned by Maven III. Mr. Scheinman is a managing member of Maven GP II, the general partner of Maven II, and
a managing member of Maven GP III, the general partner of Maven III, and may be deemed to have sole power to vote these shares.
|
|
6
|
Shared Voting Power
700,000 shares, of which all are directly
owned by Maven Opportunity. Mr. Scheinman is a managing member of Maven Opportunity GP, the general partner of Maven Opportunity, and
may be deemed to have shared power to vote these shares.
|
|
7
|
Sole Dispositive Power
20,984,426, of which 20,684,426 are directly owned by Maven
II and 300,000 are directly owned by Maven III. Mr. Scheinman is a managing member of Maven GP II, the general partner of Maven II, and
a managing member of Maven GP III, the general partner of Maven III, and may be deemed to have sole power to dispose of these shares.
|
|
8
|
Shared Dispositive Power
700,000 shares, of which all are directly
owned by Maven Opportunity. Mr. Scheinman is a managing member of Maven Opportunity GP, the general partner of Maven Opportunity, and
may be deemed to have shared power to dispose of these shares.
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,684,426
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
6.0%
|
|
12
|
Type of Reporting Person
IN
|
|
CUSIP
No. 29079J103
|
Schedule
13G
|
Page
8 of 13
|
|
ITEM
1.
|
(a)
|
Name
of Issuer:
|
Embark
Technology, Inc. (the “Issuer”)
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
c/o
Embark Technology, Inc. 424 Townsend Street, San Francisco, CA 94107
|
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:
Maven
Ventures Fund II, L.P.
Maven
Ventures Partners II, LLC
Maven
Ventures Fund III, L.P.
Maven
Ventures Partners III, LLC
Maven
Ventures Opportunity Fund I, L.P.
Maven
Ventures Opportunity Partners I, LLC
James
Scheinman
|
|
(b)
|
Address
or Principal Business Office:
|
The
business address of each of the Reporting Persons is 631 Emerson St. Palo Alto California 94301.
|
|
(c)
|
Citizenship
of each Reporting Person is:
|
Each
of Maven Ventures Fund II, L.P., Maven Ventures Partners II, LLC, Maven Ventures Fund III, L.P., Maven Ventures Partners III, LLC, Maven
Ventures Opportunity Fund I, L.P., Maven Ventures Opportunity Partners I, LLC is organized under the laws of Delaware.
James
Scheinman is a citizen of the United States.
|
|
(d)
|
Title
of Class of Securities:
|
Class
A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
29079J103
|
CUSIP
No. 29079J103
|
Schedule
13G
|
Page
9 of 13
|
ITEM 3.
Not
applicable.
(a-c)
The
ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of November 10, 2021,
based upon 362,474,085 shares of Class A Common Stock outstanding.
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:
|
|
|
Maven
Ventures Fund II, L.P.
|
|
|
20,684,426
|
|
|
|
5.7
|
%
|
|
|
20,684,426
|
|
|
|
0
|
|
|
|
20,684,426
|
|
|
|
0
|
|
|
Maven Ventures
Partners II, LLC
|
|
|
20,684,426
|
|
|
|
5.7
|
%
|
|
|
20,684,426
|
|
|
|
0
|
|
|
|
20,684,426
|
|
|
|
0
|
|
|
Maven Ventures
Fund III, L.P.
|
|
|
300,000
|
|
|
|
0.1
|
%
|
|
|
300,000
|
|
|
|
0
|
|
|
|
300,000
|
|
|
|
0
|
|
|
Maven Ventures
Partners III, LLC
|
|
|
300,000
|
|
|
|
0.1
|
%
|
|
|
300,000
|
|
|
|
0
|
|
|
|
300,000
|
|
|
|
0
|
|
|
Maven Ventures
Opportunity Fund I, L.P.
|
|
|
700,000
|
|
|
|
0.2
|
%
|
|
|
700,000
|
|
|
|
0
|
|
|
|
700,000
|
|
|
|
0
|
|
|
Maven Ventures
Opportunity Partners I, LLC
|
|
|
700,000
|
|
|
|
0.2
|
%
|
|
|
700,000
|
|
|
|
0
|
|
|
|
700,000
|
|
|
|
0
|
|
|
James Scheinman
|
|
|
21,684,426
|
|
|
|
6.0
|
%
|
|
|
20,984,426
|
|
|
|
700,000
|
|
|
|
20,984,426
|
|
|
|
700,000
|
|
Maven
Ventures Fund II, L.P. is the record holder of 20,684,426 shares of Class A Common Stock. Maven Ventures Fund III, L.P. is the record
holder of 300,000 shares of Class A Common Stock. Maven Ventures Opportunity Fund I, L.P. is the record holder of 700,000 shares of Class
A Common Stock.
Maven
Ventures Partners II, LLC is the general partner of Maven Ventures Fund II, L.P. and exercises voting and dispositive power over the
shares held by Maven Ventures Fund II, L.P. Maven Ventures Partners III, LLC is the general partner of Maven Ventures Fund III, L.P.
and exercises voting and dispositive power over the shares held by Maven Ventures Fund III, L.P.. Maven Ventures Opportunity Partners
I, LLC is the general partner of Maven Ventures Opportunity Fund I, L.P. and exercises voting and dispositive power over the shares held
by Maven Ventures Opportunity Fund I, L.P..
|
CUSIP
No. 29079J103
|
Schedule
13G
|
Page
10 of 13
|
James
Scheinman is the general partner of Maven Ventures Fund II, LLC and Maven Ventures Fund III, LLC, and may be deemed to have voting and
dispositive power for the shares held by each of Maven Ventures Fund II, L.P. and Maven Ventures Fund III, L.P..
James
Scheinman is one of the managing members of Maven Ventures Opportunity Partners I, LLC,, alongside Sara A. Deshpande, and may be deemed
to share voting and dispositive power for the shares held by Maven Ventures Opportunity Fund I, L.P..
|
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.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page 11 of 13
|
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
|
|
Maven
Ventures Fund II, L.P.
|
|
|
By:
Maven Ventures Fund II, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Maven
Ventures Fund II, LLC
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
[Maven
Ventures Opportunity Fund I, L.P.
|
|
|
By:
Maven Ventures Opportunity Partners I, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Maven
Ventures Opportunity Partners I, LLC
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Maven
Ventures Fund III, L.P.
|
|
|
By:
Maven Ventures Fund III, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page 12 of 13
|
|
|
Maven
Ventures Fund III, LLC
|
|
|
|
|
|
By:
|
/s/ James Scheinman
|
|
|
Name:
|
James Scheinman
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
/s/
James Scheinman
|
|
|
Name:
James Scheinman
|
|
CUSIP No. 29079J103
|
Schedule 13G
|
Page 13 of 13
|
LIST OF EXHIBITS
