SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Mission Produce, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

60510V108

(CUSIP Number)

December 31, 2022

(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).

 

 

 


CUSIP No.: 60510V108  

 

  1.   

Name of Reporting Person:

 

Bruce C. Taylor

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

 

(a)  ☐        (b)  ☐

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power:

 

9,695,831 (1)

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

9,695,831 (1)

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

9,695,831

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

11.  

Percent of Class Represented By Amount In Row (9):

 

13.7% (2)

12.  

Type of Reporting Person:

 

IN

 

(1)

Represents (i) 422,267 shares of common stock held directly by Mr. Taylor, and (ii) 9,273,564 shares of common stock held by Taylor Family Investments LLC. Mr. Taylor disclaims beneficial ownership of the shares held by Taylor Family Investments LLC, except to the extent of any pecuniary interest therein. Does not include 8,124 shares of common stock subject to RSUs held by Mr. Taylor that are not exercisable within 60 days of 12/31/2022.

(2)

Based on 70,669,535 outstanding shares of common stock as of 12/31/2022.

 

2


CUSIP No.: 60510V108  

 

  1.   

Name of Reporting Person:

 

Taylor Family Investments LLC

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

 

(a)  ☐        (b)  ☐

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

US

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

   5.    

Sole Voting Power:

 

0

   6.   

Shared Voting Power:

 

9,273,564 (1)

   7.   

Sole Dispositive Power:

 

0

   8.   

Shared Dispositive Power:

 

9,273,564 (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

9,273,564

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

 

11.  

Percent of Class Represented By Amount In Row (9):

 

13.1% (2)

12.  

Type of Reporting Person:

 

CO

 

(1)

Mr. Taylor has sole power to vote and dispose these shares, but disclaims beneficial ownership except to the extent of any pecuniary interest therein.

(2)

Based on 70,669,535 outstanding shares of common stock as of 12/31/2022.

 

3


Item 1.

(a)     Name of Issuer:

  Mission Produce, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

2710 Camino Del Sol

Oxnard, CA 93030

 

Item 2.

(a)     Name of Person Filing:

Bruce C. Taylor

Taylor Family Investments LLC

 

  (b)

Address or Principal Business Office or, if none, Residence:

2710 Camino Del Sol

Oxnard, CA 93030

 

  (c)

Citizenship or Place of Organization:

USA

 

  (d)

Title of Class of Securities:

Common

 

  (e)

CUSIP Number:

60510V108

 

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.

 

4


Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

     Bruce Taylor      Taylor Family
Investments LLC
 

(a) Amount beneficially owned:

     9,695,831        9,273,564  

(b) Percent of class:

     13.7%(2)        13.1%(2)  

(c) Number of shares as to which such person has:

     

(i) Sole power to vote or to direct the vote:

     9,695,831(1)        0  

(ii) Shared power to vote or to direct the vote:

     0        9,273,564  

(iii) Sole power to dispose or to direct the disposition of:

     9,695,831(1)        0  

(iv) Shared power to dispose or to direct the disposition of:

     0        9,273,564  

 

(1)

Represents (i) 422,267 shares of common stock held directly by Mr. Taylor, and (ii) 9,273,564 shares of common stock held by Taylor Family Investments LLC. Mr. Taylor disclaims beneficial ownership of the shares held by Taylor Family Investments LLC, except to the extent of any pecuniary interest therein. Does not include 8,124 shares of common stock subject to RSUs held by Mr. Taylor that are not exercisable within 60 days of 12/31/2022.

(2)

Based on 70,669,535 shares of common stock outstanding as of 12/31/2022.

 

Item 5.

Ownership of 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 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.

Certifications:

Not applicable.

 

5


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: January 31, 2023     Bruce C. Taylor
    /s/ Bruce C. Taylor

 

Dated: January 31, 2023     Taylor Family Investments LLC
    /s/ Bruce C. Taylor
    Name: Bruce C. Taylor
    Title: Managing Member
EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 31st day of January 2023.

 

/s/ Bruce C. Taylor

Bruce Taylor

Taylor Family Investments LLC

/s/ Bruce C. Taylor

Name: Bruce C. Taylor

Title: Managing Member