SEC Filing | The Honest Company, Inc.

NAME OF REPORTING PERSON

THC Shared Abacus, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

The Honest Company, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

438333106

(CUSIP Number)

December 31, 2021

(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).

¹	Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

²	Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

³	Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

Item 1(a).

Name of Issuer:

The Honest Company, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

12130 Millennium Dr., #500

Los Angeles, CA 90094

Item 2(a).

Name of Persons Filing.

This statement is filed on behalf of each of the following entities, all of whom together are referred to herein as the “Reporting Persons”:

(i)

THC Shared Abacus, LP

(ii)

J. Michael Chu

(iii)

Scott A. Dahnke

Item 2(b).

Address of Principal Business Office or, if None, Residence.

c/o L Catterton Partners

599 West Putnam Avenue

Greenwich, Connecticut 06830

Item 2(c).

Citizenship.

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e).

CUSIP Number:

438333106

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.

(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 each of the Reporting Persons has:

Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.

Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.

Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.

Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Shares are held by THC Shared Abacus, LP. C8 Management, L.L.C. is the general partner of THC Shared Abacus, LP. Scott A. Dahnke and J. Michael Chu are the managing members of C8 Management, L.L.C. and have shared voting and dispositive power with respect to the shares held by THC Shared Abacus. Messrs. Dahnke and Chu disclaim beneficial ownership of such shares except as to their pecuniary interest therein. Mr. Dahnke is also a director of the Issuer. This Schedule 13G does not include an aggregate of 1,916 shares of common stock held by individuals associated with certain of the Reporting Persons as awards for such individuals’ service on the board of directors of the Issuer. The Reporting Persons and their affiliates have a pecuniary interest in such shares.

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.

Certification.

Not Applicable.

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 14, 2022


THC Shared Abacus, LP By: C8 Management, L.L.C., its General Partner

By:		/s/ J. Michael Chu
		Name: J. Michael Chu
		Title: Authorized Person

By:		/s/ J. Michael Chu
		Name: J. Michael Chu

By:		/s/ Scott A. Dahnke
		Name: Scott A. Dahnke

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value per share, of The Honest Company, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.


THC Shared Abacus, LP By: C8 Management, L.L.C., its General Partner

By:		/s/ J. Michael Chu
		Name: J. Michael Chu
		Title: Authorized Person

By:		/s/ J. Michael Chu
		Name: J. Michael Chu

By:		/s/ Scott A. Dahnke
		Name: Scott A. Dahnke