| 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) 08/15/2023 | ||||||||||||||||||||||||||
|
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 | ||||||
| Class A Common Stock | 08/15/2023 | S | 5,406,301 | D | $0.2003(1) | 14,065,009 | I | See footnote(2)(4)(5) | ||
| Class A Common Stock | 08/16/2023 | S | 4,329,355 | D | $0.1587(3) | 9,735,654 | I | See footnote(2)(4)(5) | ||
| Class A Common Stock | 15,052 | D(6) | ||||||||
| Class A Common Stock | 1,000,000 | I | See footnote(7) | |||||||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The shares were sold at prices ranging from $0.185 to $0.23. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. The shares are held by Benchmark Capital Partners VII (AIV), L.P. ("BCP AIV"), as nominee for itself and Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII") is the general partner of each of BCP AIV, BFF VII and BFF VII-B and may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey and Mitchell H. Lasky, the managing members of BCMC VII, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. |
| 3. The shares were sold at prices ranging from $0.15 to $0.185. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. BCP AIV, for itself and as nominee for BFF VII and BFF VII-B, are a party to that certain Amended and Restated Stockholders Agreement (the "Stockholders Agreement") dated May 5, 2023 by and among the Issuer, BCP AIV, SVF Endurance (Cayman) Limited ("SVF 1") and SVF II WW Holdings (Cayman) Limited (together with SVF 1, the "Other Parties"). The Reporting Persons are managing members of BCMC VII, the general Partner of BCP AIV. Following the transactions reported on this Form 4, BCP AIV no longer has the right to designate a nominee to the Issuer's board of directors under the Stockholders Agreement, and as such, the Reporting Persons on this Form 4 no longer may be deemed to be members of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. |
| 5. The parties to the Stockholders Agreement hold, in the aggregate, more than 10% of the shares of Class A Common Stock of the Issuer. The share ownership reported for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the Other Parties. |
| 6. Shares are held by Mr. Dunlevie. |
| 7. Shares are held by Mr. Dunlevie's family trust entity. |
| /s/ An-Yen Hu by power of attorney for Bruce Dunlevie. | 08/17/2023 | |
| /s/ An-Yen Hu, by power of attorney for Mitchell Lasky | 08/17/2023 | |
| /s/ An-Yen Hu, by power of attorney for Peter H. Fenton | 08/17/2023 | |
| /s/ An-Yen Hu, by power of attorney for J. William Gurley | 08/17/2023 | |
| /s/ An-Yen Hu, by power of attorney for Kevin R. Harvey | 08/17/2023 | |
| /s/ An-Yen Hu, by power of attorney for Matt Cohler | 08/17/2023 | |
| ** 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. | ||
