UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

Genius Sports Limited

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

G3934V109

(CUSIP Number)

December 31, 2023

(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)

☒ 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

1.   

Names of Reporting Persons

 

Mark Locke

2.   

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐  (b) ☐

 

3.   

SEC Use Only

 

4.   

Citizenship or Place of Organization

 

United Kingdom

Number of Shares Beneficially  Owned By Each Reporting Person

With

    5.   

Sole Voting Power

 

20,510,837(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

20,510,837(1)

   8.   

Shared Dispositive Power

 

0

9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,510,837(1)

10.   

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

☐

11.   

Percent of Class Represented By Amount in Row (9)

 

9.8%(2)

12.   

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Represents (i) 18,868,377 ordinary shares, (ii) 156,357 ordinary shares issuable within 60 days of December 31, 2023, in respect of Restricted Stock Units (“RSUs”) and (ii) 1,486,103 unvested restricted shares.

(2)

Calculated based on (i) 208,921,454 shares outstanding as of September 30, 2023, as reported on Exhibit 99.1 to the Issuer’s Report on Form 6-K, furnished to the United States Securities and Exchange Commission on November 13, 2023, and (ii) 156,357 ordinary shares issuable within 60 days of December 31, 2023, in respect of the RSUs.

Item 1(a).

Name of Issuer

Genius Sports Ltd (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

1st Floor, 27 Soho Square, London, United Kingdom W1D 3QR

 

Item 2(a).

Names of Persons Filing

This statement is filed by Mark Locke, referred to herein as the “Reporting Person.”

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence

c/o Genius Sports Group

1st Floor, 27 Soho Square

London, W1D 3QR

 

Item 2(c).

Citizenship

See response to Item 4 on the cover page.

 

Item 2(d).

Title of Class of Securities

Ordinary Shares, par value $0.01 per share

 

Item 2(e).

CUSIP Number

G3934V109

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable.

 

Item 4.

Ownership

 

  (a)

Amount beneficially owned:

See response to Item 9 on the cover page.

 

  (b)

Percent of Class:

See response to Item 11 on the cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

The Reporting Person holds the securities reported herein directly. This Statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement.

 

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.

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.

Dated: February 14, 2024

 

By:   /s/ Mark Locke
  Mark Locke
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