SEC Form 4: Ranadive Vivek converted options into 5,925,734 shares and disposed of 5,925,013 shares
$BOWX
Business Services
Finance
| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 10/20/2021 | C(1) | 721 | A(1) | $0.00(1) | 721 | D | |||
| Class A Common Stock | 10/20/2021 | C(1) | 5,925,013 | A(1) | $0.00(1) | 5,925,013 | I | BowX Sponsor LLC(2) | ||
| Class A Common Stock | 10/20/2021 | J(3) | 5,925,013 | D(3) | $0.00(3) | 0(3) | I | BowX Sponsor LLC(2) | ||
| Class A Common Stock | 4,564,484(4) | D | ||||||||
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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 | ||||||||
| Class B Common Stock | (1) | 10/20/2021 | C(1) | 721 | (1) | (1) | Class A Common Stock | 721 | $0.00 | 12,859,513(6) | D | ||||
| Class B Common Stock | (1) | 10/20/2021 | D(5) | 1,995,920 | (1) | (1) | Class A Common Stock | 1,995,920 | $0.00 | 10,863,593(7) | I | BowX Sponsor LLC(2) | |||
| Class B Common Stock | (1) | 10/20/2021 | C(1) | 5,925,013 | (1) | (1) | Class A Common Stock | 5,925,013 | $0.00 | 4,938,580(8) | I | BowX Sponsor LLC(2) | |||
| Warrants | $11.5 | 10/20/2021 | J(9) | 4,938,580 | (10) | (11) | Class A Common Stock | 4,938,580 | (9) | 0 | I | BowX Sponsor LLC(2) | |||
| Warrants | $11.5 | (10) | (11) | Class A Common Stock | 2,606,582 | 2,606,582(12) | I | The Ranadive GRAT A dated May 20, 2020(13) | |||||||
| Explanation of Responses: |
| 1. On October 20, 2021, in connection with the consummation of the business combination (the "Business Combination") among BowX Acquisition Corp. ("BowX"), BowX Merger Subsidiary Corp. and WeWork Inc., pursuant to that certain Merger Agreement and Plan of Merger, dated March 25, 2021, each share of Class B common stock of BowX automatically converted into one share of Class A common stock ("Common Stock") of WeWork Inc., formerly known as BowX Acquisition Corp. (the "Issuer"). |
| 2. BowX Sponsor LLC ("Sponsor") is the record holder of these securities. Vivek Ranadive and Murray Rode are the managing members of Sponsor, and as such Messrs. Ranadive and Rode have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| 3. Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor. |
| 4. Represents 4,563,763 shares of Common Stock received in a pro rata distribution-in-kind from Sponsor and 721 shares of Common Stock received upon the conversion of Class B Common Stock. |
| 5. In connection with the Business Combination, Sponsor forfeited 1,995,920 shares of Class B Common Stock (the "Forfeiture") to the Issuer pursuant to the terms of the Share Cancellation agreement dated as of March 25, 2021 by and between Sponsor, BowX and the other parties named therein. |
| 6. Represents 7,920,933 shares of Class B Common Stock and 4,938,580 warrants held by Sponsor. |
| 7. Represents 5,925,013 shares of Class B Common Stock and 4,938,580 warrants held by Sponsor following the Forfeiture. |
| 8. Represents 4,938,580 warrants held by Sponsor. |
| 9. Represents a pro rata distribution of warrants to direct and indirect members of Sponsor. |
| 10. The warrants will become exercisable 30 days after the completion of the Business Combination. |
| 11. The warrants will expire on the fifth anniversary of the completion of the Business Combination. |
| 12. Represents warrants received in a pro rata distribution-in-kind from Sponsor. |
| 13. Securities held directly by The Ranadive GRAT A dated May 20, 2020, a trust for the benefit of Mr. Ranadive. Mr. Ranadive disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Vivek Ranadive, by Jared DeMatteis as Attorney-in-Fact | 10/22/2021 | |
| ** 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. | ||