Cricut, Inc. - Major Shareholding Notification 2021

SC 13D/A 1 d225182dsc13da.htm AMENDMENT NO. 17 Amendment No. 17

CUSIP No. 22658D100

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 17)*

Cricut, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

22658D100

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29 th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 1, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting persons 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).

CUSIP No. 22658D100

1.	NAME OF REPORTING PERSONS Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8.	SHARED VOTING POWER 10,175,325
9.	SOLE DISPOSITIVE POWER 0
10.	SHARED DISPOSITIVE POWER 10,175,325

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,175,325
12.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 28.1% (1)
14.	TYPE OF REPORTING
PERSON PN

(1) Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuers Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.

CUSIP No. 22658D100

1.	NAME OF REPORTING PERSONS Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8.	SHARED VOTING POWER 330,150
9.	SOLE DISPOSITIVE POWER 0
10.	SHARED DISPOSITIVE POWER 330,150

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,150
12.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.9% (1)
14.	TYPE OF REPORTING
PERSON PN

CUSIP No. 22658D100

1.	NAME OF REPORTING PERSONS Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8.	SHARED VOTING POWER 10,505,475 (1)
9.	SOLE DISPOSITIVE POWER 0
10.	SHARED DISPOSITIVE POWER 10,505,475
(1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,505,475 (1)
12.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 29.0% (2)
14.	TYPE OF REPORTING PERSON OO

(1) Consists of 10,175,325 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 330,150 shares of Common Stock held by Abdiel Capital, LP.

(2) Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuers Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.

CUSIP No. 22658D100

1.	NAME OF REPORTING PERSONS Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8.	SHARED VOTING POWER 10,505,475 (1)
9.	SOLE DISPOSITIVE POWER 0
10.	SHARED DISPOSITIVE POWER 10,505,475
(1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,505,475 (1)
12.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 29.0% (2)
14.	TYPE OF REPORTING PERSON PN, IA

(1) Consists of 10,175,325 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 330,150 shares of Common Stock held by Abdiel Capital, LP.

CUSIP No. 22658D100

1.	NAME OF REPORTING PERSONS Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF
ORGANIZATION United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8.	SHARED VOTING POWER 10,505,475 (1)
9.	SOLE DISPOSITIVE POWER 0
10.	SHARED DISPOSITIVE POWER 10,505,475
(1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,505,475 (1)
12.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 29.0% (2)
14.	TYPE OF REPORTING PERSON IN

(1) Consists of 10,175,325 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 330,150 shares of Common Stock held by Abdiel Capital, LP.

CUSIP No. 22658D100

AMENDMENT NO. 17 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 25, 2021, Amendment No. 1 thereto filed on July 13, 2021, Amendment No. 2 thereto filed on July 14, 2021, Amendment No. 3 thereto filed on July 20, 2021, Amendment No. 4 thereto filed on July 30, 2021, Amendment No. 5 thereto filed on August 2, 2021, Amendment No. 6 thereto filed on August 13, 2021, Amendment No. 7 thereto filed on August 18, 2021, Amendment No. 8 thereto filed on August 19, 2021, Amendment No. 9 thereto filed on August 23, 2021, Amendment No. 10 thereto filed on August 27, 2021, Amendment No. 11 thereto filed on September 16, 2021, Amendment No. 12 thereto filed on September 20, 2021, Amendment No. 13 thereto filed on September 23, 2021, Amendment No. 14 thereto filed on November 12, 2021, Amendment No. 15 thereto filed on November 15, 2021 and Amendment No. 16 thereto filed on November 26, 2021 (as so amended, the Schedule 13D). Terms defined in the Schedule 13D are used herein as so defined.

ITEM 5. Interest in Securities of the Issuer.

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) (b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 17 to Schedule 13D.

(c) Information with respect to all transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 16 to the Schedule 13D is incorporated herein by reference to Exhibit A attached hereto.

ITEM 7. Material to be Filed as Exhibits.

Exhibit A - Transactions Since the Filing of Amendment No. 16 to the Schedule 13D

CUSIP No. 22658D100

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 2, 2021

ABDIEL QUALIFIED MASTER FUND, LP
By:	Abdiel Capital Management, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL, LP
By:	Abdiel Capital Management, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL MANAGEMENT, LLC
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL ADVISORS, LP
By:	Abdiel Capital Partners, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
COLIN T. MORAN
By:	/s/ Colin T. Moran
	Colin T. Moran, Individually

CUSIP No. 22658D100

EXHIBIT A

TRANSACTIONS EFFECTED SINCE THE FILING OF AMENDMENT NO. 16 TO THE SCHEDULE 13D

All of the below transactions in the Common Stock were traded in the ordinary course on the NASDAQ Stock Market.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.

Transaction Date — 11/26/2021	Purchase	32,125	Price Per Share — $ 23.53	(1)
11/29/2021	Purchase	193,906	$ 23.90	(2)
11/30/2021	Purchase	57,197	$ 23.86	(3)
12/01/2021	Purchase	83,789	$ 23.80	(4)

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP and effected the below transactions.

Transaction Date — 11/26/2021	Purchase	903	Price Per Share — $ 23.53	(1)
11/29/2021	Purchase	6,094	$ 23.90	(2)
11/30/2021	Purchase	1,822	$ 23.86	(3)
12/01/2021	Purchase	13,211	$ 23.80	(4)

(1) The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.00 to $23.80. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(2) The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.21 to $24.00. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(3) The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.65 to $24.00. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(4) The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.45 to $23.85. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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Cricut, Inc. Major Shareholding Notification 2021

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Cricut, Inc. — Major Shareholding Notification 2021

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