| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SHPW | Common Stock | 5.31M | Sep 29, 2021 | Direct | F1, F2, F3 | |||||
| holding | SHPW | Common Stock | 43K | Sep 29, 2021 | By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. | F2, F4, F5 | |||||
| holding | SHPW | Common Stock | 67.7K | Sep 29, 2021 | By Yucca (Jersey) SLP | F2, F6, F7 |
| Id | Content |
|---|---|
| F1 | In connection with 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. ("Merger Sub"), and Shapeways, Inc. ("Shapeways"), pursuant to which Merger Sub merged with and into Shapeways, with Shapeways surviving as a wholly-owned subsidiary of the Issuer (the "Merger"), Index Ventures V (Jersey) L.P. ("Index V") received 5,307,737 shares of Common Stock of the Issuer, which includes 530,773 shares are subject to forfeiture, as described below (the "Earnout Shares"). |
| F2 | The Earnout Shares will no longer be subject forfeiture upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to September 29, 2024 (the "Earnout Period") the volume-weighted average price ("VWAP") 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) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time during the Earnout Period, the VWAP 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) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest. If the Earnout Conditions are not met during the Earnout Period, then the applicable Earnout Shares shall be automatically forfeited. |
| F3 | Shares held directly by Index V. Index Venture Associates V Limited ("IVA V") is the managing general partner of Index V and disclaims Section 16 beneficial ownership of such shares except to the to the extent of its pecuniary interest therein, if any. |
| F4 | In connection with the Merger, Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. ("Index V Parallel") received 42,994 shares of Common Stock of the Issuer, which includes 4,299 Earnout Shares. The Earnout Shares will no longer be subject forfeiture upon the satisfaction of the Earnout Conditions. |
| F5 | Shares held directly by Index V Parallel. IVA V is the managing general partner of Index V Parallel and disclaims Section 16 beneficial ownership of such shares except to the to the extent of its pecuniary interest therein, if any. |
| F6 | In connection with the Merger, Yucca (Jersey) SLP ("Yucca") received 67,728 shares of Common Stock of the Issuer, which includes 6,772 Earnout Shares. The Earnout Shares will no longer be subject forfeiture upon the satisfaction of the Earnout Conditions. |
| F7 | Shares held directly by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index V and Index V Parallel). IVA V disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by IVA V for Section 16 or any other purpose. |