Form SCHEDULE 13G/A Pattern Group Inc. Filed by: KL Pattern Holdings LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Pattern Group Inc. (Name of Issuer) |
Series A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KL Pattern Holdings LP | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,375,341.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 155,163,575 shares of Series A common stock ("Series A Shares") outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q ("Form 10-Q") filed with the Securities and Exchange Commission ("SEC") on May 7, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KLC Fund I GP LP | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,976,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 155,163,575 Series A Shares outstanding as of May 4, 2026, as reported by the Issuer in its Form 10-Q filed with the SEC on May 7, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KLC Fund I UGP 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,976,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 155,163,575 Series A Shares outstanding as of May 4, 2026, as reported by the Issuer in its Form 10-Q filed with the SEC on May 7, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
John P. Bailey | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,976,542.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 155,163,575 Series A Shares outstanding as of May 4, 2026, as reported by the Issuer in its Form 10-Q filed with the SEC on May 7, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pattern Group Inc. | |
| (b) | Address of issuer's principal executive offices:
1441 West Innovation Way, Suite 500, Lehi, UT 84043 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) KL Pattern Holdings LP ("KL LP")
(ii) KLC Fund I GP LP ("KLC Fund GP")
(iii) KLC Fund I UGP LLC ("KLC Fund UGP")
(iv) John P. Bailey ("Mr. Bailey") | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is c/o Knox Lane LP, 655 Montgomery Street, Suite 1905, San Francisco, CA, 94111. | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Series A Common Stock | |
| (e) | CUSIP No.:
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| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page.
The reported securities are directly held as follows: 17,375,341 by KL LP, 302,256 by KLC Fund I LP ("KLC Fund I") and 1,298,945 by KL Pattern Co-Invest Partners LP ("KL Pattern Co-Invest"). The management of KL LP and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). The management of KL Pattern Co-Invest is controlled by KL CIP GP LP ("KL CIP GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP and KL CIP GP. The management of KLC Fund UGP is controlled by its managing member, Mr. Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the Series A Shares held by KL LP, KLC Fund I and KL Pattern Co-Invest. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement. | |
| (b) | Percent of class:
See responses to row 11 on each cover page.
The reported securities beneficially owned by KL LP represent 11.2% of the outstanding Series A Shares and the reported securities beneficially owned by KLC Fund GP, KLC Fund UGP and Mr. Bailey (which represent the securities directly held by KL LP, KLC Fund I and KL Pattern Co-Invest) represent 12.2% of the outstanding Series A Shares. Such calculation is based upon 155,163,575 Series A Shares outstanding as of May 4, 2026, as reported by the Issuer in its Form 10-Q filed with the SEC on May 7, 2026 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature:
KL Pattern Holdings LP, By: KLC Fund I GP LP, its General Partner, By: KLC Fund I UGP LLC, its General Partner. KLC Fund I GP LP, By: KLC Fund I UGP LLC, its General Partner.
Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of November 7, 2025, incorporated by reference into this Schedule 13G. |