Statement of Ownership (sc 13g)
February 14 2022 - 2:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sanaby Health
Acquisition Corp. I
(Name of Issuer)
Class A common stock, par value $0.0001 per
share
(Title of Class of Securities)
79956P102
(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:
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*
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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 disclosures
provided in a prior cover page.
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The information required on 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. 79956P102
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1
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NAME OF REPORTING PERSONS
Sanaby Health Sponsor I LLC
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
5,175,000(1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,175,000(1)(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,175,000(1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
See footnote (2) below.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
23.1%(1)(2)(3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 79956P102
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1
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NAME OF REPORTING PERSONS
Sandra Shpilberg
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,175,000(1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,175,000(1)(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,175,000(1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
See footnote (2) below.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
23.1%(1)(2)(3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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See Item 4. These are the Issuer’s shares of Class B common stock
that were issued in a private placement prior to the initial public offering of the Issuer. Terms of these shares are more fully described
under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statements on Form S-1 (File
No. 333-259728). Sandra Shpilberg is the managing members of Sanaby Health Sponsor I LLC, and as such has voting and dispositive control
with respect to the shares of common stock held of record by Sanaby Health Sponsor I LLC and may be deemed to have beneficial ownership
of the shares of common stock held directly by Sanaby Health Sponsor I LLC.
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(2)
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Excludes 7,232,500 shares which may be purchased by exercising warrants that are not presently exercisable.
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(3)
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Based on 17,250,000 shares of Class A common stock issued and outstanding as of December 2, 2021 as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2021.
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Item 1(a).
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Name of Issuer
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Sanaby Health Acquisition Corp. I (the “Issuer”)
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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2625 Middlefield Road #990
Palo Alto, CA 94306
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Item 2(a).
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Names of Persons Filing
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Sanaby Health Sponsor I LLC and Sandra Shpilberg (collectively,
the “Reporting Persons”)
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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2625 Middlefield Road #990
Palo Alto, CA 94306
Sanaby Health Sponsor I LLC is a limited liability company
formed in Delaware. Sandra Shpilberg is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities
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Class A common stock, $0.0001 par value per share.
79956P102
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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¨
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(a) Broker or Dealer registered under Section 15 of the Exchange Act.
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¨
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(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
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¨
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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¨
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(d) Investment company registered under Section 8 of the Investment Company Act.
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¨
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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¨
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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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¨
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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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¨
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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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¨
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(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
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¨
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(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
The responses to Items 5-11 of the cover pages of this Schedule
13G are incorporated herein by reference.
As of December 31, 2021, the Reporting Persons may be deemed
to beneficially own 5,175,000 of the Issuer’s shares of Class A common stock, representing 23.1% of the total shares of Class A
common stock issued and outstanding. The terms of these shares of Class A common stock are more fully described under the heading “Description
of Securities-Founder Shares” in the Issuer’s registration statements on Form S-1 (File No. 333-259728).
The percentage of the shares of Class A Common Stock held by
the Reporting Persons is based on 22,425,000 shares of common stock issued and outstanding as of December 2, 2021 as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2021.
Sandra Shpilberg is the managing members of Sanaby Health Sponsor
I LLC, and as such has voting and dispositive control with respect to the shares of Class A common stock held of record by Sanaby Health
Sponsor I LLC, and may be deemed to have beneficial ownership of the shares of Class A common stock held directly by Sanaby Health Sponsor
I LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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.
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DATE: February 14, 2022
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SANABY HEALTH SPONSOR I LLC,
a Delaware limited liability company
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By:
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/s/ Sandra Shpilberg
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Name:
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Sandra Shpilberg
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Title:
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Managing Member
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/s/ Sandra Shpilberg
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Name:
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Sandra Shpilberg
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Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
EXHIBIT LIST
Exhibit A
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Joint Filing Agreement, dated as of February 14, 2022, by and among Sanaby Health Sponsor I LLC and Sandra Shpilberg.
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