| 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)
| 2. Issuer Name and Ticker or Trading Symbol Shapeways Holdings, Inc. [ SHPW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/13/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 04/13/2022 | S | 513,804 | D | $2.3314(1) | 4,793,933(2) | D(3) | |||
| Common Stock | 04/13/2022 | S | 4,162 | D | $2.3314(1) | 38,832(2) | I | By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Common Stock | 04/13/2022 | S | 6,556 | D | $2.3314(1) | 61,172(2) | I | By Yucca (Jersey) SLP(5) | ||
| Common Stock | 04/14/2022 | S | 45,746 | D | $2.4468(6) | 4,748,187(2) | D(3) | |||
| Common Stock | 04/14/2022 | S | 371 | D | $2.4468(6) | 38,461(2) | I | By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Common Stock | 04/14/2022 | S | 584 | D | $2.4468(6) | 60,588(2) | I | By Yucca (Jersey) SLP(5) | ||
| 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 | ||||||||
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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.21 - $2.38. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. As disclosed in the reporting persons' Form 3, the amounts listed in column 5 include an aggregate of 541,844 Earnout Shares. |
| 3. Shares held directly by Index Ventures V (Jersey), L.P. ("Index V"). Index Venture Associates V Limited ("IVA V") is the managing general partner of Index V and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose. |
| 4. Shares held directly by Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. ("Index V Parallel"). IVA V is the managing general partner of Index V Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose. |
| 5. Shares held directly by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index V and Index V Parallel). IVA V disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by IVA V for Section 16 or any other purpose. |
| 6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.33 - $2.56. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| Remarks: |
| Index Ventures V (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director | 04/15/2022 | |
| Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director | 04/15/2022 | |
| Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited as Authorised Signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme /s/ Luke Aubert and Chris Gottard, Authorised Signatories | 04/15/2022 | |
| Index Venture Associates V Limited, By: /s/ Luke Aubert, Director | 04/15/2022 | |
| ** 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. | ||
