1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
VINCENT
J. DOWLING, JR. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o |
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
2,503,619(1)
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
2,503,619(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,503,619(1)
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.18%
(1)
|
12 |
TYPE
OF REPORTING PERSON*
IN |
CUSIP
No. 351471107
|
(1)
Includes warrants to purchase 97,333 shares of Class A Common Stock issued to Coat Tail Partners, LLC, which are currently exerciseable. |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
BABOON
PARTNERS, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
1,300,405
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
1,300,405 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,405
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.79%
|
12 |
TYPE
OF REPORTING PERSON*
OO |
CUSIP
No. 351471107
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
COAT
TAIL PARTNERS, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0
|
6 |
SHARED
VOTING POWER
1,203,214(1)
|
7 |
SOLE
DISPOSITIVE POWER
0
|
8 |
SHARED
DISPOSITIVE POWER
1,203,214(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,214(1)
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.41%
(1)
|
12 |
TYPE
OF REPORTING PERSON*
OO |
CUSIP
No. 351471107
(1)
Includes warrants to purchase 97,333 shares of Class A Common Stock issued to Coat Tail Partners, LLC, which are currently exerciseable.
Item
1 (a) Name of Issuer:
FOXO
Technologies Inc. (the “Company”)
(b) Address
of Issuer’s Principal Executive Offices:
729
N. Washington Ave., Suite 600
Minneapolis,
MN 55401
Item
2 (a) Name of Person Filing:
This
statement is filed by:
(i) Vincent
J. Dowling, Jr. (“Mr Dowling”), who serves as the manager of Baboon Partners, LLC and as the manager of Coat Tail Partners,
LLC, with respect to the shares of Class A Common Stock directly owned by Baboon Partners and Coat Tail.
(ii) Baboon
Partners, LLC, a Florida limited liability company (“Baboon Partners”), with respect to the shares of Class A Common Stock
directly owned by it.
(iii) Coat
Tail Partners, LLC, a Florida limited liability company (“Coat Tail”), with respect to the shares of Class A Common Stock
directly owned by it.
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The
filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13
of the Act, the beneficial owner of the shares of Class A Common Stock or Warrants reported herein.
(b) Address
of Principal Office, or if None, Residence:
The
address of the business office of each of the Reporting Persons is 7 Sea Court
Vero
Beach, FL 32963.
(c) Citizenship:
Mr.
Dowling is a citizen of the United States. Baboon Partners and Coat Tail are limited liability companies organized under the laws of
the State of Florida.
(d) Title
of Class of Securities:
Class
A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
(e) CUSIP
Number:
351471107
| Item 3 | If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
Not
Applicable
Item
4 Ownership:
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
Please
see Item 9 of cover pages.
(b) Percent
of Class:
Please
see Item 11 of the cover pages.
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
Please
see Item 5 of the cover pages.
(ii)
Shared power to vote or to direct the vote:
Please
see Item 6 of the cover pages.
(iii) Sole
power to dispose or to direct the disposition of:
Please
see Item 7 of the cover pages.
(iv) Shared
power to dispose or to direct the disposition of:
Please
see Item 8 of the cover pages.
Mr.
Dowling, as the manager of Baboon Partners and Coat Tail, has shared power to vote the shares of Class A Common Stock beneficially owned
by Baboon Partners and Coat Tail. Mr. Dowling does not directly own any shares of Class A Common Stock. By reason of the provisions of
Rule 13d-3 of the Act, Mr. Dowling may be deemed to beneficially own the shares beneficially owned by Baboon Partners and Coat Tail.
The
percentages set forth in Row (11) of the cover page for each Reporting Person and elsewhere in this Schedule 13G are based on 27,168,069
shares of Class A common stock, par value $0.0001 per share, of the registrant issued and outstanding as of May 11, 2023, as reported
in the Company’s Form 10-Q filing on May 11, 2023.
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 or Control Person: |
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:
By
signing below each Reporting Persons certifies that, to the best of his or its 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.
SIGNATURE
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: June 22, 2023 |
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/s/ Vincent J. Dowling Jr. |
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Vincent J. Dowling Jr. |
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Baboon Partners, LLC |
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Dated: June 22, 2023 |
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By: |
/s/ Vincent J. Dowling Jr. |
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Vincent J. Dowling Jr., Manager |
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Coat Tail
Partners, LLC |
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Dated: June 22, 2023 |
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By: |
/s/ Vincent J. Dowling Jr. |
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Vincent J. Dowling Jr., Manager |