Blend Labs (BLND) Form 3 Blend Labs / Nima Ghamsari 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^*

Ghamsari Nima

(Last) (First) (Middle)

415 KEARNY ST.

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2021

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

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

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

X	Form filed by One Reporting Person
	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(1)	5,966,665	D

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
Class B Common Stock(1)	(1)	(1)	Class A Common Stock(1)	6,570,833	(1)	D
Founders Preferred Stock(2)	(2)	(2)	Class B Common Stock(1)	345,833	(2)	D
Stock Option (right to buy)(3)	(4)	12/03/2029	Class A Common Stock(1)	3,229,804	2.31	D
Founder and Head of Blend Long-Term Performance Award	(5)	03/31/2036	Class A Common Stock(1)	26,057,181	8.58	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Class A Common Stock as currently named will be reclassified into one share of Class B Common Stock and each share of Class B Common Stock as currently named will be reclassified into one share of Class A Common Stock. This Form 3 assumes all shares have been renamed as if such reclassification has already occurred.

2. Each share of Founders Preferred Stock will be converted into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, and such shares of Class A Common Stock will be exchanged at a 1:1 ratio for shares of Class B Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.

3. Upon exercise of the option, such shares of Class A Common Stock may be exchanged at a 1:1 ratio for shares of Class B Common Stock at the election of the holder.

4. 1/84th of the shares subject to this option vest monthly following January 1, 2020, subject to the Reporting Person's continued role as a service provider to the Issuer. This option is subject to an early exercise provision and is immediately exercisable.

5. The shares subject to this option vest in five tranches, the first of which vests upon satisfaction of certain liquidity event-related performance conditions. The remaining four tranches vest based on the Issuer's stock price performance over certain performance periods as described in the Issuer's Registration Statement on Form S-1, subject to satisfying certain service-based conditions.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Crystal Sumner, Attorney-in-fact	07/15/2021
	** 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.
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