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    SEC Form SC 13G/A filed by Berkshire Grey Inc. (Amendment)

    2/1/23 4:30:54 PM ET
    $BGRY
    Industrial Machinery/Components
    Industrials
    Get the next $BGRY alert in real time by email
    SC 13G/A 1 d458567dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 1)*

     

     

    BERKSHIRE GREY, INC.

    (Name of Issuer)

    CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE

    (Title of Class of Securities)

    084656 107

    (CUSIP Number)

    December 31, 2022

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐

    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.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 2 of 7 Pages

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Canaan X L.P.

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Cayman Islands

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.    

      SOLE VOTING POWER

     

      14,154,207

       6.  

      SHARED VOTING POWER

     

      0

       7.  

      SOLE DISPOSITIVE POWER

     

      14,154,207

       8.  

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      14,154,207

    10.  

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

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      6.1% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

    (1)

    For purposes of calculating beneficial ownership in this statement on Schedule 13G/A, the total number of shares of Class A Common Stock issued and outstanding as of November 10, 2022 is 233,296,411, as reported by the Issuer on its Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022. The percentage provided represents the number of shares of Class A Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Class A Common Stock outstanding as reported by the Issuer.


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 3 of 7 Pages

     

      1.    

      NAMES OF REPORTING PERSONS

     

      Canaan Partners X LLC

      2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☒

     

      3.  

      SEC USE ONLY

     

      4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.    

      SOLE VOTING POWER

     

      14,154,207

       6.  

      SHARED VOTING POWER

     

      0

       7.  

      SOLE DISPOSITIVE POWER

     

      14,154,207

       8.  

      SHARED DISPOSITIVE POWER

     

      0

      9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      14,154,207

    10.  

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

     

      ☐

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

      6.1% (1)

    12.  

      TYPE OF REPORTING PERSON

     

      OO

    (1) For purposes of calculating beneficial ownership in this statement on Schedule 13G/A, the total number of shares of Class A Common Stock issued and outstanding as of November 10, 2022 is 233,296,411, as reported by the Issuer on its Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022. The percentage provided represents the number of shares of Class A Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Class A Common Stock outstanding as reported by the Issuer.


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 4 of 7 Pages

     

    Item 1.

    Issuer

     

      (a)

    Name of Issuer:

    Berkshire Grey, Inc. (f/k/a Revolution Acceleration Acquisition Corp.) (the “Issuer”)

     

      (b)

    Address of Issuer’s Principal Executive Offices:

    140 South Road

    Bedford, MA 01730

     

    Item 2.

    Filing Person

    (a) – (c) Name of Persons Filing; Address; Citizenship:

      (i)

    Canaan X L.P., a Cayman Islands limited partnership (the “Fund”); and

      (ii)

    Canaan Partners X LLC, a Delaware limited liability company (the “General Partner”).

    The address of the principal business office of each of the reporting persons is 2765 Sand Hill Road, Menlo Park, CA 94025.

     

      (d)

    Title of Class of Securities:

    Class A Common Stock, $0.0001 par value per share, (the “Common Stock”)

     

      (e)

    CUSIP Number:

    084656 107

     

    Item 3.

    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

     

    (a)    ☐    Broker or dealer registered under Section 15 of the Act;
    (b)    ☐    Bank as defined in Section 3(a)(6) of the Act;
    (c)    ☐    Insurance company as defined in Section 3(a)(19) of the Act;
    (d)    ☐    Investment company registered under Section 8 of the Investment Company Act of 1940;
    (e)    ☐    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
    (f)    ☐    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
    (g)    ☐    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
    (h)    ☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)    ☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
    (j)    ☐    A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
    (k)    ☐    Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 5 of 7 Pages

     

    Item 4.

    Ownership.

    (a) and (b) Amount beneficially owned:

     

      (i)

    The Fund directly owns 14,154,207 shares of Common Stock, which represents approximately 6.1% of the outstanding shares of Common Stock.

     

      (ii)

    The General Partner is the general partner of the Fund and may be deemed to beneficially own 14,154,207 shares of Common Stock, which represents approximately 6.1% of the outstanding shares of Common Stock.

      (c)

    Number of shares as to which such person has:

     

         Number of Common Stock  
    Reporting Person    (i)      (ii)      (iii)      (iv)  

    Canaan X L.P.

         14,154,207        0        14,154,207        0  

    Canaan Partners X LLC

         14,154,207        0        14,154,207        0  

    (i) Sole power to vote or direct the vote

    (ii) Shared power to vote or to direct the vote

    (iii) Sole power to dispose or to direct the disposition of

    (iv) Shared power to dispose or to direct the disposition of

    For purposes of calculating beneficial ownership in this statement on Schedule 13G/A, the total number of shares of Class A Common Stock issued and outstanding as of November 10, 2022 is 233,296,411, as reported by the Issuer on its Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022. The percentage provided represents the number of shares of Class A Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Class A Common Stock outstanding as reported by the Issuer.

     

    Item 5.

    Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

     

    Item 7.

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

    Not applicable.

     

    Item 8.

    Identification and Classification of Members of the Group.

    Not applicable.


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 6 of 7 Pages

     

    Item 9.

    Notice of Dissolution of Group.

    Not applicable.

     

    Item 10.

    Certification.

    Not applicable.


    CUSIP No. 084656 107    SCHEDULE 13G/A    Page 7 of 7 Pages

     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Date: February 1, 2023

     

    CANAAN X L.P.
    By: CANAAN PARTNERS X LLC, its General Partner
    By:  

    /s/ Nancy Levenson

      Nancy Levenson, Attorney-in-Fact
    CANAAN PARTNERS X LLC
    By:  

    /s/ Nancy Levenson

      Nancy Levenson, Attorney-in-Fact
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