4//SEC Filing
RODE MURRAY D 4
Accession 0000899243-21-041214
CIK 0001813756other
Filed
Oct 21, 8:00 PM ET
Accepted
Oct 22, 4:30 PM ET
Size
24.9 KB
Accession
0000899243-21-041214
Insider Transaction Report
Form 4
RODE MURRAY D
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Other
Warrants
2021-10-20−4,938,580→ 0 total(indirect: By LLC)Exercise: $11.50→ Class A Common Stock (4,938,580 underlying) - Conversion
Class A Common Stock
2021-10-20+1,050,625→ 1,050,625 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-10-20+5,925,013→ 5,925,013 total(indirect: By LLC) - Other
Class A Common Stock
2021-10-20−5,925,013→ 0 total(indirect: By LLC) - Conversion
Class B Common Stock
2021-10-20−5,925,013→ 4,938,580 total(indirect: By LLC)→ Class A Common Stock (5,925,013 underlying) - Disposition to Issuer
Class B Common Stock
2021-10-20−374,975→ 1,050,625 total(indirect: By Trust)→ Class A Common Stock (374,975 underlying) - Conversion
Class B Common Stock
2021-10-20−1,050,625→ 0 total(indirect: By Trust)→ Class A Common Stock (1,050,625 underlying) - Disposition to Issuer
Class B Common Stock
2021-10-20−1,995,920→ 10,863,593 total(indirect: By LLC)→ Class A Common Stock (1,995,920 underlying)
Holdings
- 38,673
Warrants
Exercise: $11.50→ Class A Common Stock (38,673 underlying)
Footnotes (12)
- [F1]On October 20, 2021, in connection with the consummation of the business combination (the "Business Combination") among BowX Acquisition Corp. ("BowX"), BowX Merger Subsidiary Corp. and WeWork Inc., pursuant to that certain Merger Agreement and Plan of Merger, dated March 25, 2021, each share of Class B common stock of BowX automatically converted into one share of Class A common stock ("Common Stock") of WeWork Inc., formerly known as BowX Acquisition Corp. (the "Issuer"). In connection with the Business Combination, Murray Rode resigned as a director of the BowX.
- [F10]The warrants will become exercisable 30 days after the completion of the Business Combination.
- [F11]The warrants will expire on the fifth anniversary of the completion of the Business Combination.
- [F12]Represents warrants held directly by Mr. Rode.
- [F2]Securities held directly by The Rode-Berry Family Trust, a trust for the benefit of Mr. Rode and his family. Mr. Rode disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]BowX Sponsor LLC ("Sponsor") is the record holder of these securities. Vivek Ranadive and Murray Rode are the managing members of Sponsor, and as such Messrs. Ranadive and Rode have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- [F4]Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.
- [F5]In connection with the Business Combination, Mr. Rode forfeited 374,975 shares of Class B Common Stock to the Issuer pursuant to the terms of the Share Cancellation agreement dated as of March 25, 2021 by and between Mr. Rode, Sponsor, BowX and the other parties named therein (the "Cancellation Agreement").
- [F6]In connection with the Business Combination, Sponsor forfeited 1,995,920 shares of Class B Common Stock (the "Forfeiture") to the Issuer pursuant to the terms of the Cancellation Agreement.
- [F7]Represents 5,925,013 shares of Class B Common Stock and 4,938,580 warrants held by Sponsor following the Forfeiture.
- [F8]Represents 4,938,580 warrants held by Sponsor.
- [F9]Represents a pro rata distribution of warrants to direct and indirect members of Sponsor.
Documents
Issuer
WeWork Inc.
CIK 0001813756
Entity typeother
Related Parties
1- filerCIK 0001284455
Filing Metadata
- Form type
- 4
- Filed
- Oct 21, 8:00 PM ET
- Accepted
- Oct 22, 4:30 PM ET
- Size
- 24.9 KB