UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

Cricut, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)	Names of reporting persons   Petrus Trust Company, LTA
(2)	Check the appropriate box if a member of a group (see instructions)   (a) ☐ (b) ☐
(3)	SEC use only
(4)	Citizenship or place of organization   Texas

Number of shares beneficially owned by each reporting person with:	(5)	Sole voting power   128,486,824 (1)
	(6)	Shared voting power
	(7)	Sole dispositive power   128,486,824 (1)
	(8)	Shared dispositive power

(9)	Aggregate amount beneficially owned by each reporting person   128,486,824 (1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ☐
(11)	Percent of class represented by amount in Row (9)   77.23% (2)
(12)	Type of reporting person (see instructions)   OO

 

(1)

Consists of (a) 120,882,351 shares of Class B Common Stock held of record by HWGAA, L.P. (HWGAA) and for which Petrus Capital Management, LLC (PCM) serves as the general partner and (b) 7,604,473 shares of Class B Common Stock held of record by Petrus Employee Profit Share, L.P. (PAM2) and for which PAM Partners GP, LLC (PAM Partners GP) serves as the general partner. Petrus Trust Company, LTA (PTC) serves as an investment advisor to HWGAA and PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA and PAM2. No single person controls investment or voting decisions with respect to the shares beneficially owned by PTC.

 

(2)

Percentage ownership is calculated based on 166,373,484 shares of Class A Common Stock of the Issuer, which includes 37,886,660 shares of Class A Common Stock outstanding as of December 31, 2021 plus 128,486,824 shares of convertible Class B Common Stock beneficially owned by PTC.

 

 

(1)	Names of reporting persons   Petrus Capital Management, LLC
(2)	Check the appropriate box if a member of a group (see instructions)   (a) ☐ (b) ☐
(3)	SEC use only
(4)	Citizenship or place of organization   Texas

Number of shares beneficially owned by each reporting person with:	(5)	Sole voting power   120,882,351 (1)
	(6)	Shared voting power
	(7)	Sole dispositive power   120,882,351 (1)
	(8)	Shared dispositive power

(9)	Aggregate amount beneficially owned by each reporting person   120,882,351 (1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ☐
(11)	Percent of class represented by amount in Row (9)   76.14% (2)
(12)	Type of reporting person (see instructions)   OO

 

(1)

Consists of 120,882,351 shares of Class B Common Stock held of record by HWGAA, for which PCM serves as the general partner. PTC serves as an investment advisor to HWGAA. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA. Each member of the investment committee has one vote, and the approval of two of the three members is required to approve an action of the investment committee. No single person controls investment or voting decisions with respect to the shares beneficially owned by PCM.

 

(2)

Percentage ownership is calculated based on 158,769,011 shares of Class A Common Stock of the Issuer, which includes 37,886,660 shares of Class A Common Stock outstanding as of December 31, 2021 plus 120,882,351 shares of convertible Class B Common Stock beneficially owned by PCM.

 

 

(1)	Names of reporting persons   HWGAA, L.P.
(2)	Check the appropriate box if a member of a group (see instructions)   (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   120,882,351 (1)
	(6)	Shared voting power
	(7)	Sole dispositive power   120,882,351 (1)
	(8)	Shared dispositive power

(9)	Aggregate amount beneficially owned by each reporting person   120,882,351 (1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ☐
(11)	Percent of class represented by amount in Row (9)   76.14% (2)
(12)	Type of reporting person (see instructions)   PN

 

(1)

Consists of 120,882,351 shares of Class B Common Stock held of record by HWGAA, for which PCM serves as the general partner. PTC serves as an investment advisor to HWGAA. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA. Each member of the investment committee has one vote, and the approval of two of the three members is required to approve an action of the investment committee. No single person controls investment or voting decisions with respect to the shares held by HWGAA.

 

(2)

Percentage ownership is calculated based on 158,769,011 shares of Class A Common Stock of the Issuer, which includes 37,886,660 shares of Class A Common Stock outstanding as of December 31, 2021 plus 120,882,351 shares of convertible Class B Common Stock held of record by HWGAA.

 

 

(1)	Names of reporting persons   Petrus Employee Profit Share, L.P.
(2)	Check the appropriate box if a member of a group (see instructions)   (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   7,604,473 (1)
	(6)	Shared voting power
	(7)	Sole dispositive power   7,604,473 (1)
	(8)	Shared dispositive power

(9)	Aggregate amount beneficially owned by each reporting person   7,604,473 (1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ☐
(11)	Percent of class represented by amount in Row (9)   16.72% (2)
(12)	Type of reporting person (see instructions)   PN

 

(1)

Consists of 7,604,473 shares of Class B Common Stock held of record by PAM2 and for which PAM Partners GP serves as the general partner. PTC serves as an investment advisor to PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by PAM2. No single person controls investment or voting decisions with respect to the shares held by PAM2.

 

(2)

Percentage ownership is calculated based on 45,491,133 shares of Class A Common Stock of the Issuer, which includes 37,886,660 shares of Class A Common Stock outstanding as of December 31, 2021 plus 7,604,473 shares of convertible Class B Common Stock held of record by PAM2.

 

 

(1)	Names of reporting persons   PAM Partners GP, LLC
(2)	Check the appropriate box if a member of a group (see instructions)   (a) ☐ (b) ☐
(3)	SEC use only
(4)	Citizenship or place of organization   Texas

Number of shares beneficially owned by each reporting person with:	(5)	Sole voting power   7,604,473 (1)
	(6)	Shared voting power
	(7)	Sole dispositive power   7,604,473 (1)
	(8)	Shared dispositive power

(9)	Aggregate amount beneficially owned by each reporting person   7,604,473 (1)
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ☐
(11)	Percent of class represented by amount in Row (9)   16.72% (2)
(12)	Type of reporting person (see instructions)   OO

 

(1)

Consists of 7,604,473 shares of Class B Common Stock held of record by PAM2 and for which PAM Partners GP serves as the general partner. PTC serves as an investment advisor to PAM2 and as trustee to the sole member of PAM Partners GP. An investment committee of PTC comprised of three individuals has voting and dispositive control over the Class B Common Stock held by HWGAA and PAM2. No single person controls investment or voting decisions with respect to the shares beneficially owned by PAM Partners GP.

 

(2)

Percentage ownership is calculated based on 45,491,133 shares of Class A Common Stock of the Issuer, which includes 37,886,660 shares of Class A Common Stock outstanding as of December 31, 2021 plus 7,604,473 shares of convertible Class B Common Stock beneficially owned by PAM Partners GP.

 

 

 

Item 1(a)

Name of Issuer:

 

Cricut, Inc., (the “Issuer”).

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

10855 South River Front Parkway, Suite 600

South Jordan, UT 84095

 

Item 2 (a)

Name of Persons Filing:

 

Each of the following is a reporting person (“Reporting Person”):

 

Petrus Trust Company, LTA

Petrus Capital Management, LLC

HWGAA, L.P.

Petrus Employee Profit Share, L.P.

PAM Partners GP, LLC

 

Item 2 (b)

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

 

c/o Petrus Trust Company

3000 Turtle Creek Boulevard

Dallas, Texas 75219

 

Item 2 (c)

Citizenship:

 

Reference is made to the response to Row 4 on each of pages 2-6 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.

 

Item 2 (d)

Title of Class of Securities:

 

Class A Common Stock, $0.001 par value, (the “Class A Shares”).

 

Class B Common Stock, $0.001 par value, (the “Class B Shares”, collectively with the Class A Shares, the “Shares”). Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

 

Item 2 (e)

CUSIP Number:

 

22658D100

 

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:

 

Reference is made to the response to Row 9 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

(b)

Percent of class:

 

Reference is made to the response to Row 11 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote:

 

Reference is made to the response to Row 5 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

(ii)

Shared power to vote or to direct the vote:

 

Reference is made to the response to Row 6 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

Reference is made to the response to Row 7 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

Reference is made to the response to Row 8 on each of pages 2-6 of this Schedule, which responses are incorporated herein by reference.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than 5 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.

 

 

SIGNATURES

 

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.

 

Date: February 14, 2022

 

	Petrus Trust Company, LTA
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA
	Petrus Capital Management, LLC
	/s/ Jonathan Covin, General Counsel
	Petrus Capital Management, LLC
	HWGAA, L.P.
	/s/ Jonathan Covin, General Counsel
	Petrus Capital Management, LLC, the general partner of HWGAA, L.P.
	Petrus Employee Profit Share, L.P.
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC, general partner of Petrus Employee Profit Share, L.P.
	PAM Partners GP, LLC
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC

 

 

EXHIBIT INDEX

 

Exhibit  Number		Description
99.1		Joint Filing Agreement

 

 

Page 10 of 10

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

This joint filing agreement (this “Agreement”) is made and entered into as of February 14, 2022, by and among the signatories below.

 

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 a Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock of Cricut, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filings. This 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 the date set forth above.

 

Date: February 14, 2022

 

	Petrus Trust Company, LTA
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA
	Petrus Capital Management, LLC
	/s/ Jonathan Covin, General Counsel
	Petrus Capital Management, LLC
	HWGAA, L.P.
	/s/ Jonathan Covin, General Counsel
	Petrus Capital Management, LLC, the general partner of HWGAA, L.P.
	Petrus Employee Profit Share, L.P.
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC, general partner of Petrus Employee Profit Share, L.P.
	PAM Partners GP, LLC
	/s/ Jonathan Covin, General Counsel
	Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC