| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/28/2026 |
3. Issuer Name and Ticker or Trading Symbol
Ethos Technologies Inc. [ LIFE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 63,370 | (1) | I | Nalrena, L.L.C(4) |
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 79,246 | (1) | I | Spelunker Channel Holdings, LLC(4) |
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 1,897,656 | (1) | I | Sequoia Capital U.S. Venture Fund XV, L.P.(3) |
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 79,975 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(3) |
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 28,725 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(3) |
| Series A-2 Preferred Stock | (1) | (2) | Class A Common Stock | 291,875 | (1) | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(3) |
| Series A Preferred Stock | (1) | (2) | Class A Common Stock | 4,767,653 | (1) | I | Sequoia Capital U.S. Venture Fund XV, L.P.(3) |
| Series A Preferred Stock | (1) | (2) | Class A Common Stock | 200,936 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(3) |
| Series A Preferred Stock | (1) | (2) | Class A Common Stock | 72,174 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(3) |
| Series A Preferred Stock | (1) | (2) | Class A Common Stock | 733,307 | (1) | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(3) |
| Series B Preferred Stock | (1) | (2) | Class A Common Stock | 1,124,709 | (1) | I | Sequoia Capital U.S. Venture Fund XV, L.P.(3) |
| Series B Preferred Stock | (1) | (2) | Class A Common Stock | 47,400 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(3) |
| Series B Preferred Stock | (1) | (2) | Class A Common Stock | 17,025 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(3) |
| Series B Preferred Stock | (1) | (2) | Class A Common Stock | 172,989 | (1) | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(3) |
| Series C Preferred Stock | (1) | (2) | Class A Common Stock | 180,988 | (1) | I | Sequoia Capital U.S. Venture Fund XV, L.P.(3) |
| Series C Preferred Stock | (1) | (2) | Class A Common Stock | 7,627 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(3) |
| Series C Preferred Stock | (1) | (2) | Class A Common Stock | 2,739 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(3) |
| Series C Preferred Stock | (1) | (2) | Class A Common Stock | 27,837 | (1) | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(3) |
| Series C Preferred Stock | (1) | (2) | Class A Common Stock | 1,917,944 | (1) | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(3) |
| Series D Preferred Stock | (1) | (2) | Class A Common Stock | 56,275 | (1) | I | Sequoia Capital U.S. Venture Fund XV, L.P.(3) |
| Series D Preferred Stock | (1) | (2) | Class A Common Stock | 2,058 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(3) |
| Series D Preferred Stock | (1) | (2) | Class A Common Stock | 878 | (1) | I | Sequoia Capital U.S. Venture Partners Fund XV, L.P.(3) |
| Series D Preferred Stock | (1) | (2) | Class A Common Stock | 12,274 | (1) | I | Sequoia Capital U.S. Venture XV Principals Fund, L.P.(3) |
| Series D Preferred Stock | (1) | (2) | Class A Common Stock | 214,464 | (1) | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(3) |
| Explanation of Responses: |
| 1. The Series A-2, Series A, Series B, Series C, and Series D Preferred Stock are each convertible into Class A Common Stock on a ratio dependent on the public offering price of the Class A Common Stock in the Issuer's initial public offering (IPO). 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 will be automatically converted into shares of Class A Common Stock of the Issuer (the "Class A Conversion"). Immediately following the Class A Conversion, each share of the Class A Common Stock shall be 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. |
| 2. Each share of the Series A-2, Series A, Series B, Series C, and Series D Preferred Stock has no expiration date. |
| 3. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. 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). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 4. The Reporting Person is a director and stockholder of SC US SSF 2013 (TTGP), L.L.C. 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). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| /s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha | 01/28/2026 | |
| ** 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 5 (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. | ||