SEC Form SC 13G/A filed by Blend Labs Inc. (Amendment)

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.

  Names of reporting persons.

I.R.S. Identification Nos. of above persons (entities only)

  NIMA GHAMSARI

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  15,904,685 (1)(2)(3)

  Shared voting power

  0

  Sole dispositive power

  15,904,685 (1)(2)(3)

  Shared dispositive power

  0

  Aggregate amount beneficially owned by each reporting person

  15,904,685 (1)(2)(3)

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  Percent of class represented by amount in Row (9)

  6.48% (2)(3)(4)

  Type of reporting person (see instructions)

  IN

Consists of (i) 10,220,593 shares of Class B Common Stock held of record by Mr. Ghamsari; (ii) 500,000 shares of Class B Common Stock held of record by Nima Ghamsari Family Foundation, of which Mr. Ghamsari is the sole trustee; and (iii) 5,184,092 shares of Class B Common Stock subject to options exercisable within 60 days of December 31, 2022.

Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is entitled to 40 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock.

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 230,210,377 shares of Class A Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, and (ii) 10,720,593 shares of Class B Common Stock beneficially owned by the Reporting Person, and (iii) 5,184,092 shares of Class B Common Stock issuable pursuant to stock options held by the Reporting Person and exercisable within 60 days of December 31, 2022. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

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 (15 U.S.C 78o).

(b)

Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c).

(c)

Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C 78c).

(d)

Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);

(f)

Employee Benefit Plan or Endowment Fund in accordance with SS 240. 13d-1(b) (ii) (F);

(g)

Parent Holding Company or Control Person in accordance with SS.SS.240. 13d-1(b) (ii) (G);

(h)

A savings association 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(15 U.S.C 80a-3);

(j)

Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J);

Ownership.

Ownership of Five Percent or Less of a Class.

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

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.