Greg Kress - Sep 29, 2021 Form 4 Insider Report for Shapeways Holdings, Inc. (SHPW)

Role
Chief Executive Officer, Director
Signature
/s/ Jennifer Walsh, Attorney-in-Fact
Stock symbol
SHPW
Transactions as of
Sep 29, 2021
Transactions value $
$0
Form type
4
Date filed
10/1/2021, 09:48 PM
Next filing
Dec 14, 2021

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 SHPW Stock Option (right to buy) Award $0 +1.41M $0.00 1.41M Sep 29, 2021 Common Stock 1.41M $0.49 Direct F1
transaction SHPW Stock Option (right to buy) Award $0 +1.01M $0.00 1.01M Sep 29, 2021 Common Stock 1.01M $0.50 Direct F1
transaction SHPW Restricted Stock Unit Award $0 +205K $0.00 205K Sep 29, 2021 Common Stock 205K Direct F2
transaction SHPW Restricted Stock Unit Award $0 +269K $0.00 269K Sep 29, 2021 Common Stock 269K Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Stock Option was received in exchange for an option to purchase 2,417,866 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 268,651 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 30 consecutive trading days occurring during the period beginning on the Closing Date and ending on the Expiration Date,
F5 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.