SCHEDULE 13G/A: Draper Fisher Jurvetson Entities and Principals Disclose Significant Stake in Planet Labs PBC

Multiple Draper Fisher Jurvetson affiliated funds and their principals have filed an amended Schedule 13G, disclosing beneficial ownership of Planet Labs PBC Class A Common Stock, with Timothy C. Draper holding the largest individual stake at 6.2%.

Summary

• Draper Fisher Jurvetson Fund X, L.P., Draper Fisher Jurvetson Fund X Partners, L.P., and DFJ Fund X, Ltd. each beneficially own 15,163,143 shares, representing 5.4% of Planet Labs PBC Class A Common Stock.
• Draper Fisher Jurvetson Partners X, LLC beneficially owns 463,302 shares, or 0.2% of the Class A Common Stock.
• Draper Associates Riskmasters Fund II, LLC beneficially owns 940,235 shares, or 0.3% of the Class A Common Stock.
• Draper Associates Riskmasters Fund III, LLC beneficially owns 761,659 shares, or 0.3% of the Class A Common Stock.
• Timothy C. Draper, as an individual, beneficially owns a total of 17,328,339 shares, representing 6.2% of the Class A Common Stock, which includes shares held by entities where he has sole or shared voting/dispositive power.
• John H. N. Fisher beneficially owns 15,626,445 shares, or 5.6% of the Class A Common Stock.
• Andreas Stavropoulos, Joshua Stein, and Donald F. Wood each beneficially own 15,163,143 shares, or 5.4% of the Class A Common Stock.
• These ownership percentages are calculated based on 281,093,438 shares of Class A common stock reported outstanding by Planet Labs PBC as of March 21, 2025.
• The filing also notes the potential future issuance of additional contingent consideration shares, which are not included in the current beneficial ownership figures and are subject to specific stock price thresholds or a change of control event.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain subjective language or forward-looking performance statements that would indicate a positive or negative sentiment.

Risks

• The beneficial ownership figures do not include additional shares of Class A common stock that may be issued as contingent consideration from a prior business combination.
• The issuance of these contingent shares is dependent on Planet Labs PBC's Class A Common Stock closing price reaching specific thresholds ($15.00, $17.00, $19.00, and $21.00) over any 20 trading days within a 30-day trading period prior to December 7, 2026.
• Alternatively, contingent shares may be issued if the Issuer consummates a change of control transaction prior to December 7, 2026, that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00, and $21.00.

Future Outlook

The document indicates that additional Class A Common Stock shares may be issued as contingent consideration if Planet Labs PBC's stock price reaches specific thresholds ($15.00, $17.00, $19.00, $21.00) over a defined trading period (20 trading days within a 30-day period) or if a change of control transaction occurs at or above these price points prior to December 7, 2026.

Management Comments

• "Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G."
• "Messrs. Draper, Fisher, Stavropoulos, Stein and Wood disclaim beneficial ownership of the shares held by Fund X except to the extent of any pecuniary interest therein."
• "Messrs. Draper and Fisher disclaim beneficial ownership of the shares held by Partners X except to the extent of their pecuniary interest therein."
• "Mr. Draper is the managing member of DARFII and he disclaims beneficial ownership of the shares held by DARFII except to the extent of his pecuniary interest therein."
• "Mr. Draper is the managing member of DARFIII and he disclaims beneficial ownership of the shares held by DARFIII except to the extent of his pecuniary interest therein."
• "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, other than activities solely in connection with a nomination under Rule 14a-11."

Industry Context

This filing is a standard disclosure of beneficial ownership by institutional investors and their principals. It does not provide specific industry context beyond identifying Planet Labs PBC as the issuer. The contingent consideration terms suggest a prior business combination, which is common in the tech/space industry, but no specific industry trends are discussed.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding significant institutional and individual ownership, which can influence market perception and trading activity. The contingent consideration terms could lead to dilution if triggered, impacting existing shareholders.

Next Steps

• Potential future issuance of contingent consideration shares if Planet Labs PBC's stock price meets specified thresholds or a change of control occurs by December 7, 2026.

Key Dates

Recommendation

Keywords

Planet Labs PBC, SEC Filing, Schedule 13G, Beneficial Ownership, Class A Common Stock, Draper Fisher Jurvetson, Timothy C. Draper, Institutional Ownership, Contingent Consideration, PL, 72703X106