Sec Form 13G Filing - GV 2016, L.P. filing for - 2025-05-19

The address of the principal business office of each of the Reporting Persons is: 1600 Amphitheatre Parkway Mountain View, CA 94043

Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.

Reference to "beneficial ownership" of securities of Starco Brands, Inc. (the "Issuer") for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person's beneficial ownership of the Issuer's securities is reported in this Statement as of May 15, 2025, which is the date as of which the Reporting Persons became obligated to file this Statement. The ownership reported herein as of May 15, 2025 remains the same as of the date set forth on the signature page below. The Reporting Persons may be deemed to beneficially own an aggregate 147,490,961 shares of the Issuer's Class A Common Stock. The 2016 Partnership is the direct beneficial owner of all of the securities described in the preceding paragraph. 2016 GP is the general partner of the 2016 Partnership, and 2016 LLC is the general partner of 2016 GP. Additionally: (i) Alphabet Holdings is the sole managing member of 2016 LLC; (ii) XXVI is the sole managing member of Alphabet Holdings; and (iii) Parent is the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer's securities directly beneficially owned by the 2016 Partnership. This Statement is being filed in connection with the receipt by the 2016 Partnership, effective May 15, 2025, for no additional consideration, of 47,980,156 shares of the Class A Common Stock of the Issuer. The aforementioned shares were issued as a post-closing purchase price adjustment (the "Second Post-Closing Adjustment") under the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Starco Merger Sub I, Inc., a Delaware corporation; (iii) Soylent Nutrition, Inc., a Delaware corporation ("Soylent"); and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent stockholders, in connection with the February 15, 2023 sale of Soylent to the Issuer, as subsequently modified by that certain Stockholder Agreement (the "Stockholder Agreement") entered into on March 15, 2024, by and between the Issuer and certain Soylent stockholders. Pursuant to the Merger Agreement as amended by the Stockholder Agreement, the 2016 Partnership was entitled to receive additional shares of the Issuer's Class A Common Stock for no additional consideration if the volume weighted average trading price of the Issuer's Class A Common Stock was less than $0.35 per share for each of the 30-trading day periods ending on: (i) February 14, 2024 and (ii) May 15, 2025. The additional acquisition of the Issuer's securities represents the issuance of shares pursuant to the Second Post-Closing Adjustment. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed by the Issuer with the SEC on February 21, 2023, as Exhibit 2.1 to the Issuer's Current Report filed on Form 8-K (File No. 000-54892). The foregoing description of the Stockholder Agreement and the Second Post-Closing Adjustment is not complete and is qualified in its entirety by reference to the full text of the Stockholder Agreement, which was filed by the Issuer with the SEC on March 21, 2024, as Exhibit 10.1 to the Issuer's Current Report filed on Form 8-K (File No. 000-54892).

The percentage reported below was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and in reliance on information provided by the Issuer and after giving effect to the issuance of the Second Post-Closing Adjustment to its stockholders as of May 15, 2025. As of May 15, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own 18.8% of the Issuer's outstanding Class A Common Stock.  %

2016 Partnership 0 2016 GP 0 2016 LLC 0 Alphabet Holdings 0 XXVI 0 Parent 0

2016 Partnership 147,490,961 2016 GP 147,490,961 2016 LLC 147,490,961 Alphabet Holdings 147,490,961 XXVI 147,490,961 Parent 147,490,961

2016 Partnership 0 2016 GP 0 2016 LLC 0 Alphabet Holdings 0 XXVI 0 Parent 0

2016 Partnership 147,490,961 2016 GP 147,490,961 2016 LLC 147,490,961 Alphabet Holdings 147,490,961 XXVI 147,490,961 Parent 147,490,961

Under certain circu mstances described more specifically in the respective: (i) limited partnership agreements of the 2016 Partnership and 2016 GP and (ii) limited liability company agreement of 2016 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer's securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.