SEC Form SC 13G/A filed by Shapeways Holdings Inc. (Amendment)

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

  Index Ventures V (Jersey) L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,645,260 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,114,487 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,645,260 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.3% (1)

  TYPE OF REPORTING PERSON

  PN

Index Ventures V (Jersey) L.P. (“Index V”) directly owns 1,645,260 shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”), which includes 530,773 Earnout Shares (as defined below) with respect to which Index V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

  NAMES OF REPORTING PERSONS

  Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,232 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  8,933 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,232 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  Less than 0.1% (1)

  TYPE OF REPORTING PERSON

  PN

Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. (“Index V Parallel”) directly owns 13,232 shares of Common Stock, which includes 4,299 Earnout Shares (as defined below) with respect to which Index V Parallel has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

  NAMES OF REPORTING PERSONS

  Yucca (Jersey) SLP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  20,837 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  14,065 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  20,837 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  Less than 0.1% (1)

  TYPE OF REPORTING PERSON

  PN

Yucca (Jersey) SLP (“Yucca”) directly owns 20,837 shares of Common Stock, which includes 6,772 Earnout Shares (as defined below) with respect to which Yucca has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

  NAMES OF REPORTING PERSONS

  Index Venture Associates V Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Jersey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,679,329 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  1,137,485 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,679,329 (1)

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.4% (1)

  TYPE OF REPORTING PERSON

  CO

Index Venture Associates V Limited (“IVA V”) may be deemed to beneficially own the 1,679,329 shares of Common Stock held directly by Index V, Index V Parallel and Yucca, which includes an aggregate of 541,844 Earnout Shares (as defined below) with respect to which IVA V has voting power but not dispositive power until such shares are no longer subject to certain forfeiture conditions. The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

Item 1.

Issuer

(a)

Name of Issuer:

Shapeways Holdings, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

30-02 48^th Avenue

Long Island City, NY 11101

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i) Index Ventures V (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V”).

(ii)  Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., a Jersey, Channel Islands partnership (“Index V Parallel” and, together with Index V, the “Index V Funds”).

(iii)  Yucca (Jersey) SLP, a Jersey, Channel Islands separate partnership (“Yucca”).

(iv) Index Venture Associates V Limited, a Jersey, Channel Islands corporation (“IVA V”), the general partner of the Index V Funds.

The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE1 3FG.

(d)

Title of Class of Securities:

Common Stock, $0.0001 par value per share

(e)

CUSIP Number:

81947T102

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)

☐

(b)

☐

(c)

☐

(d)

☐

(e)

☐

(f)

☐

(g)

☐

(h)

☐

(i)

☐

(j)

☐

(k)

☐

Item 4.

Ownership.

(i) Index V directly owns 1,645,260 shares of Common Stock, which represents approximately 3.3% of the outstanding Common Stock.

(ii)  Index V Parallel directly owns 13,232 shares of Common Stock, which represents less than 0.1% of the outstanding Common Stock.

(iii)  Yucca directly owns 20,837 shares of Common Stock, which represents less than 0.1% of the outstanding Common Stock. Yucca administers the co-investment vehicle that is contractually required to mirror the Index V Funds’ investments. As a result, IVA V may be deemed to have dispositive and voting power over Yucca’s shares by virtue of its dispositive power over and voting power over the shares owned by the Index V Funds.

(iii)  IVA V may be deemed to beneficially own the 1,679,329 shares of Common Stock owned by the Index V Funds and Yucca, which represents approximately 3.4% of the outstanding Common Stock.

Reporting Person

Index V

Index V Parallel

Yucca

IVA V

(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

The shares of Common Stock reported herein include an aggregate of 541,844 shares of Common Stock (the “Earnout Shares”) which are held in an escrow account and are subject to vesting and forfeiture conditions. The Earnout Shares will no longer be subject to forfeiture upon the satisfaction of certain share price vesting conditions (the “Earnout Conditions”) as follows: (i) if, at any time prior to September 29, 2024 (the “Earnout Period”) the volume-weighted average price (“VWAP”) of the Issuer’s Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time during the Earnout Period, the VWAP of the Issuer’s Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest. If the Earnout Conditions are not met during the Earnout Period, then the applicable Earnout Shares shall be automatically forfeited.

The percent of class was calculated based on 49,295,760 shares of common stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

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

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.