SVF II WW Holdings (Cayman) Ltd - May 5, 2023 Form 4 Insider Report for WeWork Inc. (WE)

Role: 10%+ Owner
Signature: SVF II WW Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, as Director
Stock symbol: WE
Transactions as of: May 5, 2023
Transactions value $: $457,125,000
Form type: 4
Date filed: 5/9/2023, 09:30 PM
Previous filing: Mar 7, 2022
Next filing: Jun 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WE	Class A Common Stock	Other		+1.11B	+347.46%		1.43B	May 5, 2023	By SVF II WW Holdings (Cayman) Limited	F1, F2
holding	WE	Class A Common Stock						4.05M	May 5, 2023	By SVF II WW (DE) LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WE	11.000% Second Lien Exchangeable PIK Notes due 2027	Other	$188M				$188M	May 5, 2023	Class A Common Stock	156M	$1.20	By SVF II Aggregator (Jersey) L.P.	F1, F2, F3
transaction	WE	12.000% Third Lien Exchangeable PIK Notes due 2027	Other	$270M				$270M	May 5, 2023	Class A Common Stock	225M	$1.20	By SVF II Aggregator (Jersey) L.P.	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 5, 2023, pursuant to an Exchange Agreement between the Issuer, WeWork Companies LLC, WW Co-Obligor Inc., each a subsidiary of the Issuer (together, the "Note Issuers"), SVF II Aggregator (Jersey) L.P. ("SVF II Aggregator"), SVF II WW Holdings (Cayman) Limited ("SVF II WW Holdings"), and SoftBank Vision Fund II-2 L.P., the $1.65 billion in aggregate principal amount of the Note Issuers' 5.00% Senior Notes due 2025, Series I, outstanding were exchanged for: (i) $187.5 million in aggregate principal amount of the Note Issuers' 11.00% Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Second Lien Exchangeable Notes") issued to SVF II Aggregator; (ii) $269.6 million in aggregate principal amount of the Note Issuers' 12.00% Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Third Lien Exchangeable Notes") issued to SVF II Aggregator; and (iii) 1,112,900,605 shares of the Issuer's Class A Common Stock issued to SVF II WW Holdings.
F2	SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
F3	Each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes (together, the "Exchangeable Notes") may be exercised at the option of the holder at any time prior to the close of business on the second trading day immediately preceding the final maturity date of the Exchangeable Notes, which is August 15, 2027. The Exchangeable Notes may be exchanged for an initial amount of 832.8614 shares of Class A Common Stock per $1,000 exchange amount, subject to adjustment as set forth in the respective indentures, which initially implies a Class A Common Stock price of $1.20068 per share.