| Ouster, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Titles of Class of Securities) |
| 68989M103 |
| (CUSIP Number) |
| September 16, 2024 |
(Date of Event Which Requires Filing of this Statement) |
| 1 | NAME OF REPORTING PERSON Krishna Kantheti | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 102,322 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 102,322 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,322 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%* | |
| 12 | TYPE OF REPORTING PERSON IN | |
| 1 | NAME OF REPORTING PERSON Banyan Venture Holdings LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 102,322 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 102,322 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,322 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% | |
| 12 | TYPE OF REPORTING PERSON OO | |
| Item 1(a). | Name of Issuer: |
| Ouster, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
350 Treat Avenue San Francisco, California 94110 |
| Item 2(a). | Name of Person Filing: |
| This Statement is being filed on behalf of (i) Krishna Kantheti and (ii) Banyan Venture Holdings LLC (together, the “Reporting Persons”). |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The business address of the Reporting Persons is c/o Banyan Venture Holdings LLC, 215 NW 24th Street, Suite 501, Miami, Florida 33127. |
| Item 2(c). | Citizenship: |
| See responses to Item 4 on each cover page. |
| Item 2(b). | Titles of Class of Securities: |
| Common Stock, par value $0.0001 per share |
| Item 2(d). | CUSIP Number: |
| 68989M103 |
| Item 3(e). | 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: | ||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ☐ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ . | |||
| Item 4. | Ownership | ||
| (a) | Amount beneficially owned: | ||
| See responses to Item 9 on each cover page. | |||
| (b) | Percent of class: | ||
| See responses to Item 11 on each cover page. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See responses to Item 5 on each cover page. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See responses to Item 6 on each cover page. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See responses to Item 7 on each cover page. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See responses to Item 8 on each cover page. | |||
| 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 5 percent of the class of securities, check the following [X]. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Note 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. |
| By signing below I certify that, to the best of my knowledge and belief, 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 § 240.14a-11. |
/s/ Krishna Kantheti | ||
| Name: Krishna Kantheti | ||
| Banyan Venture Holdings LLC | ||
By: /s/ Krishna Kantheti | ||
| Name: Krishna Kantheti | ||
| Title: Manager | ||
