UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Vital Farms, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92847W103
(CUSIP Number)
December 31, 2020
(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 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. 92847W103 |
| 1. | Names of Reporting Persons
Amazon.com, Inc. | |||||
| 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
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power*
0 | ||||
| 6. | Shared Voting Power
1,603,230 | |||||
| 7. | Sole Dispositive Power*
0 | |||||
| 8. | Shared Dispositive Power
1,603,230 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
1,603,230 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)**
4.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
| ** | Based on 39,444,040 shares of common stock, par value $0.0001 per share (“Common Stock”) of Vital Farms, Inc. (the “Issuer”) outstanding as of December 31, 2020, as disclosed to Amazon.com, Inc. (“Amazon”) by the Issuer on January 7, 2021. |
Page 2 of 6
| CUSIP No. 92847W103 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Bowie Strategic Investments, Inc. | |||||
| 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
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power*
0 | ||||
| 6. | Shared Voting Power
1,603,230 | |||||
| 7. | Sole Dispositive Power*
0 | |||||
| 8. | Shared Dispositive Power
1,603,230 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
1,603,230 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)**
4.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
| ** | Based on 39,444,040 shares of Common Stock of the Issuer outstanding as of December 31, 2020, as disclosed to Amazon by the Issuer on January 7, 2021. |
Page 3 of 6
Item 1.
| (a) | Name of Issuer | |
| Vital Farms, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 3601 South Congress Avenue, Suite C100 Austin, Texas 78704 | ||
| Item 2. | |
| (a) | Name of Person(s) Filing | |
| This statement on Schedule 13G is being jointly filed by: (i) Amazon and (ii) Bowie Strategic Investments, Inc. (“Bowie Strategic Investments”). Bowie Strategic Investments is a wholly owned subsidiary of Whole Foods Market, Inc. (“Whole Foods Market”). Amazon is the ultimate parent company of Whole Foods Market. | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| Amazon 410 Terry Avenue North Seattle, Washington 98109
Bowie Strategic Investments 550 Bowie Street Austin, Texas 78703 | ||
| (c) | Citizenship | |
| Each of Amazon and Bowie Strategic Investments is incorporated under the laws of Delaware. | ||
| (d) | Title of Class of Securities | |
| Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number | |
| 92847W103 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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: 1,603,230* |
| (b) | Percentage of class: 4.1%** |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 1,603,230* |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,603,230* |
Page 4 of 6
| * | Bowie Strategic Investments is the record holder of 1,603,230 shares of Common Stock of the Issuer. Amazon does not directly own any shares of Common Stock or other equity of the Issuer. By reason of the provisions of Rule 13d-3 under the Act, Amazon is deemed to own beneficially the Common Stock that Bowie Strategic Investments owns as a record holder. |
| ** | Based on 39,444,040 shares of Common Stock of the Issuer outstanding as of December 31, 2020, as disclosed to Amazon by the Issuer on January 7, 2021. |
At the time of the Issuer’s initial public offering on July 31, 2020, Bowie Strategic Investments was the record holder of greater than five percent of the Issuer’s outstanding shares of Common Stock.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| 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 |
Not applicable.
List of Exhibits
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement | |
Page 5 of 6
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 11, 2021
| AMAZON.COM, INC. | ||
| By: | /s/ David A. Zapolsky | |
| David A. Zapolsky | ||
| Senior Vice President | ||
| BOWIE STRATEGIC INVESTMENTS, INC. | ||
| By: | /s/ Scott Collier | |
| Scott Collier | ||
| Assistant Secretary | ||
Page 6 of 6
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1), each of the undersigned parties hereby agrees to file this Schedule 13G, and any amendments thereto, jointly on behalf of each of them.
Dated: February 11, 2021
| AMAZON.COM, INC. | ||
| By: | /s/ David A. Zapolsky | |
| David A. Zapolsky | ||
| Senior Vice President | ||
| BOWIE STRATEGIC INVESTMENTS, INC. | ||
| By: | /s/ Scott Collier | |
| Scott Collier | ||
| Assistant Secretary | ||