Softbank Group Corp. - Apr 28, 2023 Form 4 Insider Report for Berkshire Grey, Inc. (BGRY)

Role
10%+ Owner
Signature
/s/ Yuko Yamamoto, as Head of Corporate Legal Department
Stock symbol
BGRY
Transactions as of
Apr 28, 2023
Transactions value $
$12,000,000
Form type
4
Date filed
5/1/2023, 04:04 PM
Previous filing
Apr 11, 2023
Next filing
Jun 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BGRY Class A Common Stock 0 Apr 28, 2023 See footnote F1

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 BGRY 20% Convertible Senior Note Purchase $12M $12M Apr 28, 2023 Class A Common Stock 8.57M $1.40 By Backgammon Investment Corp F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 SVF II BG (DE) LLC ("SVF II BG") is the record holder of 65,567,317 shares of the Issuer's common stock. 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 BG. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all 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 BG. As a result of entry into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SoftBank Group Corp ("SoftBank") and Backgammon Acquisition Corp, a wholly owned subsidiary of SoftBank, and the transactions contemplated thereby, SoftBank may be deemed a member of a group with the entities noted above. SoftBank disclaims beneficial ownership of the securities held by SVF II BG.
F2 The initial conversion price is approximately $1.40 per share of Class A Common Stock, subject to adjustment as set forth in the NPA (as defined in Footnote 3).
F3 In connection with the execution of the Merger Agreement, on March 24, 2023, the Issuer and Backgammon Investment Corp. ("BIC") entered into a Note Purchase Agreement (the "NPA"), pursuant to which, on April 28, 2023, BIC purchased $12 million principal amount of the 20% Convertible Senior Notes (the "Convertible Notes") of the Issuer.
F4 At any time after the Merger Agreement has been terminated without consummation of the merger, or in connection with the closing of the merger, the holder of any Convertible Notes may convert any or all of such holder's Convertible Notes into shares of Class A Common Stock.
F5 The Convertible Notes will mature on the earlier of (i) six months following the termination of the Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted.
F6 Backgammon Investment Corp. is a wholly owned subsidiary of SoftBank.