Blend Labs (BLND) Form 3 Blend Labs / BRIAN NIRANJAN SHETH ownership change

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^*

Haveli Investments, L.P.

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2024

3. Issuer Name and Ticker or Trading Symbol
Blend Labs, Inc. [ BLND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock	130,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	150,000(2)	(2)	I	See footnotes(3)(4)
Warrant (right to buy)	04/30/2024	04/30/2026	Common Stock	11,111,112	4.5	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Haveli Investments, L.P.

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haveli Brooks Aggregator, L.P.

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haveli Investments Software Fund I GP, LLC

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haveli Software Management LLC

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haveli Investment Management LLC

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whanau Interests LLC

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SHETH BRIAN NIRANJAN

(Last) (First) (Middle)

405 COLORADO STREET, SUITE 1600

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Explanation of Responses:

1. Held through a family trust of which Mr. Sheth's spouse is the trustee.

2. Each share of Series A Convertible Preferred Stock has a stated value of $1,000. On or after the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, the Series A Preferred Stock is convertible at the option of the holders thereof at any time into an initial conversion rate of 307.6923 per $1,000 principal amount (equivalent to an initial conversion price of approximately $3.25 per share) of the Issuer's class A common stock, par value $0.00001 per share ("Common Stock"), and is subject to certain anti-dilution adjustments. In no event will the conversion rate be less than 404.0729 per $1,000 principal amount.

3. Represents securities held directly by Haveli Brooks Aggregator, L.P. ("Haveli Aggregator"). Haveli Investments Software Fund I GP, LLC ("Haveli Investments Software GP"), is the general partner of Haveli Aggregator. Whanau Interests LLC ("Whanau") is the sole member of Haveli Investments Software GP. Haveli Software Management LLC ("Haveli Software Management") is the investment adviser to Haveli Investments Software GP. Haveli Investment Management LLC ("Haveli Investment Management"), a Delaware limited liability company, is the sole member of Haveli Software Management. Haveli Investments, L.P. ("Haveli Investments") is the sole member of Haveli Investment Management. Whanau is the general partner of Haveli Investments. Mr. Brian N. Sheth is managing member of Whanau.

4. As a result, Haveli Investments Software GP, Whanau, Haveli Software Management, Haveli Investments, Haveli Investment Management and Mr. Sheth may each be deemed to share voting and dispositive power with respect to the securities held by Haveli Aggregator. Haveli Investments Software GP, Whanau, Haveli Software Management, Haveli Investments, Haveli Investment Management and Mr. Sheth each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

Mr. Sheth is a member of the board of directors of the Issuer. As such, the other reporting persons may be deemed to be "directors by deputization" of the Issuer.

	Haveli Brooks Aggregator, L.P., By: Haveli Investments Software Fund I GP, LLC, its general partner, By: Whanau Interests LLC, its sole member, By: /s/ Brian N. Sheth, Title: Managing Member	05/09/2024
	Haveli Investments Software Fund I GP, LLC, By: Whanau Interests LLC, its sole member, By: /s/ Brian N. Sheth, Title: Managing Member	05/09/2024
	Haveli Software Management LLC, By: /s/ Brian N. Sheth, Title: Manager	05/09/2024
	Haveli Investment Management LLC, By: /s/ Brian N. Sheth, Title: Manager	05/09/2024
	Haveli Investments, L.P. By: Whanau Interests LLC, its general partner, By: /s/ Brian N. Sheth, Title: Managing Member	05/09/2024
	Whanau Interests LLC, By: /s/ Brian N. Sheth, Title: Managing Member	05/09/2024
	/s/ Brian N. Sheth	05/09/2024
	** Signature of Reporting Person	Date
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