| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/20/2021 | A | 57,099 | A | (1) | 57,099 | D | |||
| Common Stock | 10/20/2021 | A | 185,892(3) | A | (2) | 185,892 | D | |||
| Common Stock | 10/20/2021 | A | 103,273(4) | A | (2) | 103,273 | D | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $4.99 | 10/20/2021 | A | 1,901 | (6) | 08/04/2026 | Common Stock | 1,901 | (5) | 1,901 | D | ||||
| Stock Option (right to buy) | $4.99 | 10/20/2021 | A | 550 | (7) | 05/21/2027 | Common Stock | 550 | (5) | 550 | D | ||||
| Stock Option (right to buy) | $4.99 | 10/20/2021 | A | 4,748 | (8) | 02/08/2028 | Common Stock | 4,748 | (5) | 4,748 | D | ||||
| Stock Option (right to buy) | $4.99 | 10/20/2021 | A | 12,622 | (9) | 02/11/2029 | Common Stock | 12,622 | (5) | 12,622 | D | ||||
| Stock Option (right to buy) | $4.99 | 10/20/2021 | A | 11,015 | (10) | 03/29/2029 | Common Stock | 11,015 | (5) | 11,015 | D | ||||
| Stock Option (right to buy) | $2.55 | 10/20/2021 | A | 165,238 | (11) | 02/10/2030 | Common Stock | 165,238 | (5) | 165,238 | D | ||||
| Explanation of Responses: |
| 1. On October 20, 2021, (i) BowX Acquisition Corp. ("BowX") consummated a business combination (the "Business Combination") by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation ("Merger Sub"), BowX Merger Subsidiary II, LLC, a Delaware limited liability company ("Merger Sub II") and WeWork Inc., a Delaware corporation ("Legacy WeWork"), (ii) BowX changed its name to "WeWork Inc." and (iii) Merger Sub merged with and into Legacy WeWork (the "First Merger") and the surviving corporation of the First Merger merged with and into Merger Sub II. As part of the Business Combination, each share of Legacy WeWork common stock was exchanged for 0.82619 shares of common stock of WeWork Inc. |
| 2. As part of the Business Combination, each Legacy WeWork RSU was exchanged for 0.82619 RSUs of WeWork Inc. |
| 3. One third of the RSUs will vest on each of February 1, 2022, February 1, 2023 and February 1, 2024. |
| 4. One third of the RSUs will vest on each of March 15, 2022, March 15, 2023 and March 15, 2024. |
| 5. As part of the Business Combination, each Legacy WeWork stock option was exchanged for a stock option to acquire 0.82619 shares of common stock of WeWork Inc. |
| 6. Options are fully vested and exercisable. |
| 7. 80% of the option was fully vested and exercisable as of March 9, 2021, after which 1/60 of the option vests on the 9th of each month through March 9, 2022. |
| 8. 80% of the option was fully vested and exercisable as of August 1, 2021, after which 1/60 of the option vests on the 1st of each month through August 1, 2022. |
| 9. 60% of the option was fully vested and exercisable as of October 1, 2021, after which 1/60 of the option vests on the 1st of each month through October 1, 2023. |
| 10. The first 10% of the option is fully vested and exercisable. An additional 15% of the option will vest on each of March 16, 2022, March 16, 2023, March 16, 2024 and March 16, 2025. The final 30% of the option will vest on March 16, 2026. |
| 11. One third of the option vested and became exercisable on January 15, 2021, after which 1/12 of the option vests on each April 15, July 15, October 15 and January 15 through January 15, 2023. |
| Remarks: |
| President and Chief Operating Officer |
| /s/ Anthony Yazbeck, 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. | ||