| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHPW | Common Stock | Award | +3.43M | 3.43M | Sep 29, 2021 | Held by Lux Ventures III, L.P. | F1, F2, F3, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +381K | 381K | Sep 29, 2021 | Held by Lux Ventures III, L.P. | F1, F2, F3, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +2.56M | 2.56M | Sep 29, 2021 | Held by Lux Co-Invest Opportunities, L.P. | F4, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +285K | 285K | Sep 29, 2021 | Held by Lux Co-Invest Opportunities, L.P. | F4, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +155K | 155K | Sep 29, 2021 | Held by Lux Ventures Cayman III, L.P. | F5, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +17.3K | 17.3K | Sep 29, 2021 | Held by Lux Ventures Cayman III, L.P. | F5, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +1.63K | 1.63K | Sep 29, 2021 | Held by Lux Ventures III Special Founders Fund, L.P. | F6, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | +181 | 181 | Sep 29, 2021 | Held by Lux Ventures III Special Founders Fund, L.P. | F6, F7, F8 | |||
| transaction | SHPW | Common Stock | Award | $3M | +300K | $10.00 | 300K | Sep 29, 2021 | Held by Lux Co-Invest Opportunities, L.P. | F7, F8 |
| 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. In connection with the Merger, the Reporting Person received (i) 3,430,000 shares of Common Stock in the Issuer and (ii) 381,111 restricted Common Stock of the Issuer (the "Earn-out Shares"). The Earn-out Shares will no longer be subject forfeiture upon the satisfaction |
| F2 | of certain share price vesting conditions (the "Earn-out Conditions") as follows: (i) if, at any time prior to September 29, 2024 (the "Earn-out Period") the VWAP (as defined in the Merger 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 Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Transaction Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest; and (ii) if, at any time prior to the Earn-out Period, the VWAP (as defined in the Merger Agreement) of the Issuer's Common Stock equals or exceeds $16.00 per share (as adjusted |
| F3 | 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 Transaction Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest. If the Performance Milestones are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. If the Earn-out Conditions are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $8.54 per share. |
| F4 | In connection with the Merger, the Reporting Person received (i) 2,563,614 shares of Common Stock in the Issuer and (ii) 284,846 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. |
| F5 | In connection with the Merger, the Reporting Person received (i) 155,400 shares of Common Stock in the Issuer and (ii) 17,267 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. |
| F6 | In connection with the Merger, the Reporting Person received (i) 1,633 shares of Common Stock in the Issuer and (ii) 181 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. |
| F7 | Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of Lux Ventures III, LP and of Lux Ventures III Special Founders Fund, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. The individual |
| F8 | managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. |