SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2021 | 3. Issuer Name and Ticker or Trading Symbol Shapeways Holdings, Inc. [ SHPW ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,500,136(1)(2) | I | By Andreessen Horowitz Fund III, L.P.(3)(4) |
| Common Stock | 488,904(1)(2) | I | By Andreessen Horowitz Fund III, L.P.(3)(4) |
| Common Stock | 283,881(1)(2) | I | By AH Parallel Fund III, L.P.(5)(6) |
| Common Stock | 31,542(1)(2) | I | By AH Parallel Fund III, L.P.(5)(6) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| 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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the merger (the "Merger") described in that certain Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (the "Merger Agreement"), by and among Galileo Acquisition Corp., now known as Shapeways Holdings, Inc. (the "Issuer"), Galileo Acquisition Holdings, Inc., and Shapeways, Inc., Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), received 4,400,136 shares of Common Stock in the Issuer and AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel III Entities"), received 283,881 shares of Common Stock in the Issuer. |
| 2. (Continued from Footnote 1) Additionally, the AH Fund III Entities received 488,904 restricted Common Stock of the Issuer and the AH Parallel III Entities received 31,542 restricted Common Stock of the Issuer (collectively, the "Earn-out Shares"). The Earn-out Shares are subject to certain vesting and forfeiture conditions on the terms set forth in the Merger Agreement. Concurrently with the closing of the Merger, the AH Fund III Entities acquired 100,000 shares of the Issuer's Common Stock pursuant to a subscription agreement entered into with the Issuer. |
| 3. The reported securities are held by AH Fund III Entities. AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The managing members of AH EP III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities. |
| 4. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 5. The reported securities are held by AH Parallel III Entities. AH Equity Partners III (Parallel), L.L.C. ("AH EP Parallel III") is the general partner of the AH Parallel III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel III Entities. The managing members of AH EP Parallel III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel III Entities. |
| 6. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| Remarks: |
| This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund III-A, L.P., AH Parallel Fund III-B L.P., AH Parallel Fund III-Q, L.P., AH Equity Partners III, L.L.C., AH Equity Partners III (Parallel), L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. |
| AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/12/2021 | |
| AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/12/2021 | |
| AH Parallel Fund III-B, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/12/2021 | |
| AH Parallel Fund III-Q, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/12/2021 | |
| AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Chief Operating Officer | 10/12/2021 | |
| ** 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 5 (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. | ||