Pattern Group Inc. received an amended Schedule 13G reporting significant ownership of its Series A common stock by investment entities affiliated with Knox Lane. KL Pattern Holdings LP reports beneficial ownership of 17,375,341 Series A shares, representing 11.2% of the outstanding Series A shares as of May 4, 2026.
KLC Fund I GP LP, KLC Fund I UGP LLC and John P. Bailey each report beneficial ownership of 18,976,542 Series A shares, representing 12.2% of the outstanding Series A shares, which reflects shares directly held by KL Pattern Holdings LP, KLC Fund I LP and KL Pattern Co-Invest Partners LP. The ownership percentages are calculated based on 155,163,575 Series A shares outstanding as of May 4, 2026, as reported by the issuer.
Positive
None.
Negative
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Key Figures
KL Pattern Holdings LP shares:17,375,341 sharesKLC Fund I GP / UGP / Bailey shares:18,976,542 sharesShares outstanding:155,163,575 shares+4 more
7 metrics
KL Pattern Holdings LP shares17,375,341 sharesSeries A common stock beneficially owned; 11.2% of class
KLC Fund I GP / UGP / Bailey shares18,976,542 sharesSeries A common stock beneficially owned; 12.2% of class
Shares outstanding155,163,575 sharesSeries A common stock outstanding as of May 4, 2026
KLC Fund I LP direct holding302,256 sharesSeries A shares directly held by KLC Fund I LP
KL Pattern Co-Invest Partners LP holding1,298,945 sharesSeries A shares directly held by KL Pattern Co-Invest Partners LP
Ownership percentage (KL Pattern Holdings LP)11.2%Percentage of outstanding Series A shares
Ownership percentage (KLC Fund I GP / UGP / Bailey)12.2%Percentage of outstanding Series A shares
Key Terms
beneficially owned, shared voting power, shared dispositive power, Series A Common Stock, +1 more
5 terms
beneficially ownedfinancial
"The reported securities beneficially owned by KL LP represent 11.2% of the outstanding"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"6 | Shared Voting Power 18,976,542.00 7 | Sole Dispositive Power"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 18,976,542.00 9 18,976,542.00"
Series A Common Stockfinancial
"Title of class of securities: Series A Common Stock (e) | CUSIP"
Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.
CUSIP No.financial
"Title of class of securities: Series A Common Stock (e) | CUSIP No.: 70339W104"
FAQ
What percentage of Pattern Group Inc. (PTRN) does KL Pattern Holdings LP own?
KL Pattern Holdings LP beneficially owns 17,375,341 Series A shares of Pattern Group Inc., representing 11.2% of the outstanding Series A common stock, based on 155,163,575 shares outstanding as of May 4, 2026.
How many Pattern Group Inc. (PTRN) shares are reported as beneficially owned by KLC Fund I GP LP and related entities?
KLC Fund I GP LP, KLC Fund I UGP LLC and John P. Bailey each report beneficial ownership of 18,976,542 Series A shares, representing 12.2% of Pattern Group Inc.’s outstanding Series A common stock as of May 4, 2026.
What share count did Pattern Group Inc. (PTRN) report as outstanding for Series A common stock?
Pattern Group Inc. reported 155,163,575 Series A common shares outstanding as of May 4, 2026, as disclosed in its Form 10-Q filed with the SEC on May 7, 2026 and used for the ownership calculations.
Who are the Reporting Persons in the Pattern Group Inc. (PTRN) Schedule 13G/A?
The Reporting Persons are KL Pattern Holdings LP, KLC Fund I GP LP, KLC Fund I UGP LLC and John P. Bailey, all associated with Knox Lane, collectively reporting beneficial ownership of Pattern Group Inc. Series A shares.
How are the beneficially owned Pattern Group Inc. (PTRN) shares allocated among the funds?
The reported Series A shares are directly held as 17,375,341 by KL Pattern Holdings LP, 302,256 by KLC Fund I LP, and 1,298,945 by KL Pattern Co-Invest Partners LP, with control structures causing higher-tier entities and John P. Bailey to report 12.2% beneficial ownership.
Does John P. Bailey have voting and dispositive power over Pattern Group Inc. (PTRN) shares?
The filing states that John P. Bailey, as managing member of KLC Fund I UGP LLC, may be deemed to have voting and dispositive power over Series A shares held by KL Pattern Holdings LP, KLC Fund I LP and KL Pattern Co-Invest Partners LP, while disclaiming admission of beneficial ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Pattern Group Inc.
(Name of Issuer)
Series A Common Stock
(Title of Class of Securities)
70339W104
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
70339W104
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,375,341.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,375,341.00
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)
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
CUSIP Number(s):
70339W104
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,976,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,976,542.00
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
CUSIP Number(s):
70339W104
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,976,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,976,542.00
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
CUSIP Number(s):
70339W104
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,976,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,976,542.00
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
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.:
70339W104
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
(c)
Number of shares as to which the person has:
(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.
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
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.
KL Pattern Holdings LP
Signature:
/s/ John P. Bailey
Name/Title:
John P. Bailey / Managing Member
Date:
08/10/2026
KLC Fund I GP LP
Signature:
/s/ John P. Bailey
Name/Title:
John P. Bailey / Managing Member
Date:
08/10/2026
KLC Fund I UGP LLC
Signature:
/s/ John P. Bailey
Name/Title:
John P. Bailey / Managing Member
Date:
08/10/2026
John P. Bailey
Signature:
/s/ John P. Bailey
Name/Title:
John P. Bailey
Date:
08/10/2026
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
Exhibit 99.1 Joint Filing Agreement, dated as of November 7, 2025, incorporated by reference into this Schedule 13G.
