4//SEC Filing
Walsh Jennifer 4
Accession 0001104659-21-122224
CIK 0001784851other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 9:48 PM ET
Size
16.4 KB
Accession
0001104659-21-122224
Insider Transaction Report
Form 4
Walsh Jennifer
Chief Financial Officer
Transactions
- Award
Restricted Stock Unit
2021-09-29+205,000→ 205,000 total→ Common Stock (205,000 underlying) - Award
Stock Option (right to buy)
2021-09-29+402,977→ 402,977 totalExercise: $0.50Exp: 2029-07-23→ Common Stock (402,977 underlying) - Award
Stock Option (right to buy)
2021-09-29+89,497→ 89,497 totalExercise: $0.49Exp: 2028-09-05→ Common Stock (89,497 underlying) - Award
Stock Option (right to buy)
2021-09-29+313,480→ 313,480 totalExercise: $0.49Exp: 2028-09-05→ Common Stock (313,480 underlying) - Award
Restricted Stock Unit
2021-09-29+89,550→ 89,550 total→ Common Stock (89,550 underlying)
Footnotes (5)
- [F1]The Stock Option was received in exchange for an option to purchase 805,954 shares of common stock of Shapeways, Inc. ("Shapeways") in connection with the merger of Shapeways with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on September 29, 2021 (the "Closing Date"). The Stock Option was fully vested as of the Closing Date.
- [F2]In connection with the Merger, the Reporting Person received 205,000 restricted stock units (the "Transaction Bonus RSUs"), each representing the right to receive one share of Common Stock of the Issuer. The Transaction Bonus RSUs will vest within 30 days of the Closing Date and settle in shares of Common Stock of the Issuer within 74 days following the Closing Date.
- [F3]In connection with the Merger, the Reporting Person received 89,550 restricted stock units (the "Earn-out RSUs") in the Issuer.
- [F4]Subject to the satisfaction of the share-price based performance vesting conditions, each Earn-out RSU represents the right to receive one share of Common Stock of the Issuer. The Earn-out RSUs will be subject to share-price based performance ("RSU Performance Milestones") vesting conditions as follows: (i) if, at any time prior to September 29, 2024 (the "RSU Earn-out Period"), the VWAP (as defined in the Reporting Person's Earn-out RSU award agreement) of the Issuer's Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Closing Date) for
- [F5]30 consecutive trading days occurring during the period beginning on the Closing Date and ending on the Expiration Date, one half (1/2) of the Earn-out RSUs shall vest; and (ii) if, at any time prior to the RSU Earn-out Period, the VWAP (as defined in the Reporting Person's Earn-out RSU award agreement) of the Issuer's Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Closing Date and ending on the Expiration Date, one half (1/2) of the Earn-out RSUs shall vest. If the RSU Performance Milestones are not met during the RSU Earn-out Period, then the applicable Earn-out RSUs shall be automatically forfeited.
Documents
Issuer
Shapeways Holdings, Inc.
CIK 0001784851
Entity typeother
Related Parties
1- filerCIK 0001881955
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 9:48 PM ET
- Size
- 16.4 KB