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.

  NAMES OF REPORTING PERSON

  Henry B. Albrecht

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  40,751,086 ⁽¹⁾

  SHARED VOTING POWER

  -0- ⁽¹⁾

  SOLE DISPOSITIVE POWER

  40,751,086 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  -0- ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  40,751,086

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  15.9% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Consists of (i) 40,311,485 shares of Common Stock, no par value per share (the “Common Stock”), of Limeade, Inc. (the “Issuer”) held directly by Henry B. Albrecht, and (ii) 447,333 shares of Common Stock issuable pursuant to stock options vested and exercisable within 60 days of December 31, 2022, subject to the Reporting Person’s continued service. The Reporting Person holds additional options to purchase or convert into 123,667 shares of Common Stock which are not vested and exercisable within 60 days of December 31, 2022. These securities are governed by the Issuer’s the 2016 Stock plan (the “2016 Plan”) and the 2019 Omnibus Incentive Plan (the “2019 Plan”) and were granted in connection with the Reporting Person’s service as an officer of the Issuer. No additional consideration was paid by the Reporting Person in connection with the receipt of such options.

Calculated based on 256,581,569 shares of Common Stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission by the issuer on November 14, 2022 (the “Third Quarter 10-Q”).

NAME OF ISSUER:

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

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:

OWNERSHIP.

AMOUNT BENEFICIALLY OWNED:

PERCENT OF CLASS:

NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

Sole power to vote or to direct the vote: 40,751,086 ⁽¹⁾

Shared power to vote or to direct the vote: -0-

Sole power to dispose or direct the disposition of: 40,751,086 ⁽¹⁾

Shared power to dispose or direct the disposition of: -0-

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Notice of Dissolution of Group.

CERTIFICATIONS.