SEC FORM 4

SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SVF II WW Holdings (Cayman) Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORP LTD., 190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/05/2023		J⁽¹⁾		1,112,900,605	A	⁽¹⁾	1,433,199,066	I	By SVF II WW Holdings (Cayman) Limited⁽²⁾
Class A Common Stock								4,049,587	I	By SVF II WW (DE) LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
11.000% Second Lien Exchangeable PIK Notes due 2027	$1.2007	05/05/2023		J⁽¹⁾		$187,500,000		⁽³⁾	⁽³⁾	Class A Common Stock	156,161,508	⁽¹⁾	$187,500,000	I	By SVF II Aggregator (Jersey) L.P.⁽²⁾
12.000% Third Lien Exchangeable PIK Notes due 2027	$1.2007	05/05/2023		J⁽¹⁾		$269,625,000		⁽³⁾	⁽³⁾	Class A Common Stock	224,560,249	⁽¹⁾	$269,625,000	I	By SVF II Aggregator (Jersey) L.P.⁽²⁾

1. Name and Address of Reporting Person^*

SVF II WW Holdings (Cayman) Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORP LTD., 190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF II Aggregator (Jersey) L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE

(Street)

ST. HELIER

JE1 0BD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE,

(Street)

ST. HELIER

JE1 0BD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP.

(Last)

(First)

(Middle)

1-7-1, KAIGAN

MINATO-KU

(Street)

TOKYO

105-7537

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SB Global Advisers Ltd

(Last)

(First)

(Middle)

69 GROSVENOR STREET

(Street)

LONDON

W1K 3JP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF II WW (DE) LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE,

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF II Holdings (DE) LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 5, 2023, pursuant to an Exchange Agreement between the Issuer, WeWork Companies LLC, WW Co-Obligor Inc., each a subsidiary of the Issuer (together, the "Note Issuers"), SVF II Aggregator (Jersey) L.P. ("SVF II Aggregator"), SVF II WW Holdings (Cayman) Limited ("SVF II WW Holdings"), and SoftBank Vision Fund II-2 L.P., the $1.65 billion in aggregate principal amount of the Note Issuers' 5.00% Senior Notes due 2025, Series I, outstanding were exchanged for: (i) $187.5 million in aggregate principal amount of the Note Issuers' 11.00% Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Second Lien Exchangeable Notes") issued to SVF II Aggregator; (ii) $269.6 million in aggregate principal amount of the Note Issuers' 12.00% Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Third Lien Exchangeable Notes") issued to SVF II Aggregator; and (iii) 1,112,900,605 shares of the Issuer's Class A Common Stock issued to SVF II WW Holdings.

2. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.

3. Each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes (together, the "Exchangeable Notes") may be exercised at the option of the holder at any time prior to the close of business on the second trading day immediately preceding the final maturity date of the Exchangeable Notes, which is August 15, 2027. The Exchangeable Notes may be exchanged for an initial amount of 832.8614 shares of Class A Common Stock per $1,000 exchange amount, subject to adjustment as set forth in the respective indentures, which initially implies a Class A Common Stock price of $1.20068 per share.

Remarks:

	SVF II WW Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, as Director	05/09/2023
	SVF II WW (DE) LLC, By: /s/ Jonathan Duckles, as Director	05/09/2023
	SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director	05/09/2023
	SVF II Aggregator (Jersey) L.P., By SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director	05/09/2023
	SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director	05/09/2023
	SB Global Advisers Limited, By: /s/ Alex Clavel, as Director	05/09/2023
	SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department	05/09/2023
	** 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.

SEC Form 4 filed by Svf Ii Ww Holdings (Cayman) Ltd