(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)
X 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).
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons." This statement is filed on behalf of:
Just Rocks, Inc. is organized under the laws of the State of Delaware. Beth Tamara Gerstein and Eric Scott Grossberg are citizens of the United States.
(d)Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share ("Class A Common Stock")
The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of
December 31, 2022, based upon 11,246,694 shares of Class A Common Stock outstanding as of December 31, 2022, and assumes the redemption of the common units of Brilliant Earth, LLC (the “Common LLC Units”) held by the Reporting Persons for shares of Class A Common Stock.
Schedule
13G
Reporting Person
Amount beneficially owned
Percent of Class
Sole power to vote or to direct the vote:
Shared power to vote or direct the vote:
Sole power to dispose or to direct the disposition of:
Shared
power to dispose or to direct the disposition of:
The securities reported herein consist of 49,119,976 shares of Class A Common Stock underlying the Common LLC Units held of record by Just Rocks, Inc. that are convertible prior to March 1, 2023. Ms. Gerstein and Mr. Grossberg are joint shareholders of Just Rocks, Inc. through various trusts for which they are the trustees and over which they have voting and investment power. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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.
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. CERTIFICATIONS
Not applicable.
Schedule
13G
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.