SEC Form 4 filed by HEAD OF LEGAL AND PEOPLE Ling Winnie
$BLND
Computer Software: Programming Data Processing
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blend Labs, Inc. [ BLND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-based Restricted Stock Units | (1) | 03/13/2025 | D | 600,000 | (2) | (2) | Class A Common Stock | 600,000 | (3) | 0 | D | ||||
| Performance-based Restricted Stock Units | (1) | 03/13/2025 | A | 800,000 | (4) | (4) | Class A Common Stock | 800,000 | $0 | 800,000 | D | ||||
| Restricted Stock Units | (5) | 03/13/2025 | A | 250,000 | (6) | (6) | Class A Common Stock | 250,000 | $0 | 250,000 | D | ||||
| Explanation of Responses: |
| 1. Each Performance-based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of BLND Class A Common Stock. |
| 2. The PSUs were eligible to vest in four (4) equal tranches based on the Company's stock price performance over a five year performance period, subject to the Reporting Person continuing to be a Service Provider through each such date. |
| 3. On March 13, 2025, the Issuer canceled 600,000 PSUs granted to the Reporting Person on August 23, 2023. In exchange, the Reporting Person received 800,000 replacement PSUs. |
| 4. The PSUs are eligible to vest in four (4) equal tranches based on the Company's stock price performance over a performance period commencing on the grant date and ending December 31, 2029, subject to the Reporting Person continuing to be a Service Provider through each such date. |
| 5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of BLND Class A Common Stock. |
| 6. The RSUs will vest in equal quarterly increments over a two year period, subject to the Reporting Person continuing to be a Service Provider through each such date. |
| /s/ Winnie Ling | 03/14/2025 | |
| ** 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 4 (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. | ||