| 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
View, Inc. [ VIEW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| 6.0% / 9.0% Convertible Senior PIK Toggle Notes due 2027 | $80.25(1)(2) | 10/25/2022 | P(1) | $16,773,000(1) | 10/26/2022 | 10/01/2027 | Class A Common Stock | 209,009(1)(2) | $16,773,000(1) | $16,773,000(1) | I | By Madrone Partners, L.P.(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On October 26, 2022, the Reporting Person purchased $16,773,000 aggregate principal amount of the Issuers 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027 (the "Note"). The principal amount of the Note was initially convertible into an aggregate of 209,009 shares of Class A Common Stock, based on an initial conversion rate of 12.46106 shares of Class A Common Stock per $1,000 principal amount of the Note (equivalent to a conversion price of approximately $80.25 per share), subject to certain adjustments as provided in the Indenture (in each, case after giving effect to the reverse stock split described in footnote 2). All conversions are subject to the potential increase in the conversion rate in accordance with the indenture governing the notes. |
| 2. On July 23, 2023, the Issuer effected a one-for-60 reverse split of its Class A Common Stock (the "Reverse Stock Split"). The number of securities reported herein reflects the Reverse Stock Split. |
| 3. The securities are directly held by Madrone Partners, L.P. ("Madrone"). Madrone Capital Partners, LLC ("Madrone GP") is the general partner of Madrone. Greg Penner, Jameson McJunkin and Thomas Patterson are the managers of Madrone GP and may be deemed to share voting and dispositive power over the securities held by Madrone. Each of Madrone GP and Messrs. Penner, McJunkin and Patterson disclaims beneficial ownership of these securities except to the extent of its or his respective pecuniary interest therein. |
| Remarks: |
| Madrone Capital Partners, LLC, By /s/ Thomas Patterson, Manager | 11/13/2023 | |
| Madrone Partners, L.P., By: Madrone Capital Partners, LLC, its general partner, By /s/ Thomas Patterson, Manager | 11/13/2023 | |
| /s/ Jameson J. McJunkin | 11/13/2023 | |
| /s/ Thomas Patterson | 11/13/2023 | |
| /s/ Greg Penner | 11/13/2023 | |
| ** 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. | ||
