Large owner Sc Us (Ttgp), Ltd. returned 12,000,124 shares to the company and converted options into 12,000,124 shares (SEC Form 4)
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ethos Technologies Inc. [ LIFE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/30/2026 | C(1) | 8,027,281 | A | $0 | 8,027,281 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | C(1) | 337,996 | A | $0 | 337,996 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | C(1) | 121,541 | A | $0 | 121,541 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | C(1) | 1,238,282 | A | $0 | 1,238,282 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | C(1) | 2,132,408 | A | $0 | 2,132,408 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | C(1) | 142,616 | A | $0 | 142,616 | I | See Footnotes(4)(5)(6) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 8,027,281 | D | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 337,996 | D | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 121,541 | D | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 1,238,282 | D | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 2,132,408 | D | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2)(3) | ||
| Class A Common Stock | 01/30/2026 | D(1) | 142,616 | D | $0 | 0 | I | See Footnotes(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-2 Preferred Stock | (1) | 01/30/2026 | C(1) | 1,897,656 | (1) | (1) | Class A Common Stock | 1,897,656 | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Series A-2 Preferred Stock | (1) | 01/30/2026 | C(1) | 79,975 | (1) | (1) | Class A Common Stock | 79,975 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Series A-2 Preferred Stock | (1) | 01/30/2026 | C(1) | 28,725 | (1) | (1) | Class A Common Stock | 28,725 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Series A-2 Preferred Stock | (1) | 01/30/2026 | C(1) | 291,875 | (1) | (1) | Class A Common Stock | 291,875 | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Series A-2 Preferred Stock | (1) | 01/30/2026 | C(1) | 142,616 | (1) | (1) | Class A Common Stock | 142,616 | $0 | 0 | I | See Footnotes(4)(5)(6) | |||
| Series A Preferred Stock | (1) | 01/30/2026 | C(1) | 4,767,653 | (1) | (1) | Class A Common Stock | 4,767,653 | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Series A Preferred Stock | (1) | 01/30/2026 | C(1) | 200,936 | (1) | (1) | Class A Common Stock | 200,936 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Series A Preferred Stock | (1) | 01/30/2026 | C(1) | 72,174 | (1) | (1) | Class A Common Stock | 72,174 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Series A Preferred Stock | (1) | 01/30/2026 | C(1) | 733,307 | (1) | (1) | Class A Common Stock | 733,307 | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Series B Preferred Stock | (1) | 01/30/2026 | C(1) | 1,124,709 | (1) | (1) | Class A Common Stock | 1,124,709 | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Series B Preferred Stock | (1) | 01/30/2026 | C(1) | 47,400 | (1) | (1) | Class A Common Stock | 47,400 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Series B Preferred Stock | (1) | 01/30/2026 | C(1) | 17,025 | (1) | (1) | Class A Common Stock | 17,025 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Series B Preferred Stock | (1) | 01/30/2026 | C(1) | 172,989 | (1) | (1) | Class A Common Stock | 172,989 | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 01/30/2026 | C(1) | 180,988 | (1) | (1) | Class A Common Stock | 180,988 | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 01/30/2026 | C(1) | 7,627 | (1) | (1) | Class A Common Stock | 7,627 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 01/30/2026 | C(1) | 2,739 | (1) | (1) | Class A Common Stock | 2,739 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 01/30/2026 | C(1) | 27,837 | (1) | (1) | Class A Common Stock | 27,837 | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Series C Preferred Stock | (1) | 01/30/2026 | C(1) | 1,917,944 | (1) | (1) | Class A Common Stock | 1,917,944 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 01/30/2026 | C(1) | 56,275 | (1) | (1) | Class A Common Stock | 56,275 | $0 | 0 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 01/30/2026 | C(1) | 2,058 | (1) | (1) | Class A Common Stock | 2,058 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 01/30/2026 | C(1) | 878 | (1) | (1) | Class A Common Stock | 878 | $0 | 0 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 01/30/2026 | C(1) | 12,274 | (1) | (1) | Class A Common Stock | 12,274 | $0 | 0 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 01/30/2026 | C(1) | 214,464 | (1) | (1) | Class A Common Stock | 214,464 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 8,027,281 | (1) | (1) | Class A Common Stock | 8,027,281 | $0 | 8,027,281 | I | Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 337,996 | (1) | (1) | Class A Common Stock | 337,996 | $0 | 337,996 | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 121,541 | (1) | (1) | Class A Common Stock | 121,541 | $0 | 121,541 | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 1,238,282 | (1) | (1) | Class A Common Stock | 1,238,282 | $0 | 1,238,282 | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 2,132,408 | (1) | (1) | Class A Common Stock | 2,132,408 | $0 | 2,132,408 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2)(3) | |||
| Class B Common Stock | (1) | 01/30/2026 | A(1) | 142,616 | (1) | (1) | Class A Common Stock | 142,616 | $0 | 142,616 | I | See Footnotes(4)(5)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Upon the closing of the Issuer's IPO, all shares of Series A-2, Series A, Series B, Series C, and Series D Preferred Stock automatically converted into shares of Class A Common Stock of the Issuer (the "Class A Conversion") based on the IPO price of the Class A Common Stock. Immediately following the Class A Conversion, shares of the Class A Common Stock included in this Form 4 exchanged at a 1:1 ratio for shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder thereof into one share of Class A Common Stock and otherwise in accordance with the terms of the Issuer's Certificate of Incorporation. The securities have no expiration date. |
| 2. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. (GFVIII), and (ii) the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the XV Funds). |
| 3. [continued from Footnote 2] As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GFVIII and the XV Funds. Each of SC US (TTGP), Ltd., SC U.S. Growth VIII Management, L.P. and SC U.S. Venture XV Management, L.P. disclaims beneficial ownership of the shares held by GFVIII and the XV Funds, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 4. SC US SSF 2013 (TTGP), L.L.C. is the general partner of SC U.S. Scout Seed Fund 2013 Management, L.P., which is the general partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which in turn wholly owns Nalrena, L.L.C. and Spelunker Channel Holdings, LLC (collectively, the Scout Funds). As a result, SC US SSF 2013 (TTGP), L.L.C., SC U.S. Scout Seed Fund 2013 Management, L.P., Sequoia Capital U.S. Scout Seed Fund 2013, L.P., and Sequoia Capital U.S. Scout Fund IV, L.L.C. may be deemed to share voting and dispositive power with respect to the shares held by the Scout Funds. |
| 5. [continued from Footnote 4] Each of SC US SSF 2013 (TTGP), L.L.C., SC U.S. Scout Seed Fund 2013 Management, L.P., Sequoia Capital U.S. Scout Seed Fund 2013, L.P., and Sequoia Capital U.S. Scout Fund IV, L.L.C. disclaims beneficial ownership of the securities held by the Scout Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 6. Includes 79,246 shares of Class A Common Stock held by Spelunker Channel Holdings, LLC and 63,370 shares of Class A Common Stock held by Nalrena LLC. |
| 7. Includes 79,246 shares of Class B Common Stock held by Spelunker Channel Holdings, LLC and 63,370 shares of Class B Common Stock held by Nalrena LLC. |
| Remarks: |
| 2 of 2 (1) /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US SSF 2013 (TTGP), L.L.C., the General Partner of SC U.S. Scout Seed Fund 2013 Management, L.P., the General Partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C. (2)/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US SSF 2013 (TTGP), L.L.C., the General Partner of SC U.S. Scout Seed Fund 2013 Management, L.P., the General Partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which wholly owns Nalrena, L.L.C. (3)/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US SSF 2013 (TTGP), L.L.C., the General Partner of SC U.S. Scout Seed Fund 2013 Management, L.P., the General Partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which wholly owns Spelunker Channel Holdings,LLC |
| /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd. | 02/02/2026 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US SSF 2013 (TTGP), L.L.C., the General Partner of SC U.S. Scout Seed Fund 2013 Management, L.P., the General Partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P. | 02/02/2026 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof Botha, for Sequoia Capital U.S. Scout Fund IV, L.L.C. [see Remarks (1)] | 02/02/2026 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof Botha, for Nalrena, L.L.C. [see Remarks (2)] | 02/02/2026 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof Botha, for Spelunker Channel Holdings, LLC [see Remarks (3)] | 02/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||