Robert Jan Galema - Sep 29, 2021 Form 4 Insider Report for Shapeways Holdings, Inc. (SHPW)

Role: Director
Signature: /s/ Jennifer Walsh, Attorney-in-Fact
Stock symbol: SHPW
Transactions as of: Sep 29, 2021
Transactions value $: $2,500,000
Form type: 4
Date filed: 10/1/2021, 09:48 PM
Next filing: Jun 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHPW	Common Stock	Award		+2.93M			2.93M	Sep 29, 2021	Held by Stichting Depositary INKEF Investment Fund	F1, F2, F3, F4
transaction	SHPW	Common Stock	Award		+326K			326K	Sep 29, 2021	Held by Stichting Depositary INKEF Investment Fund	F1, F2, F3, F4
transaction	SHPW	Common Stock	Award	$2.5M	+250K		$10.00	250K	Sep 29, 2021	Held by Stichting Depositary INKEF Investment Fund	F4

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

Explanation of Responses:

Id	Content
F1	n 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 the Issuer, Galileo Acquisition Holdings, Inc. and Shapeways, Inc., pursuant to which Shapeways, Inc. survived as a wholly-owned subsidiary of the Issuer (the "Merger"), which closed on September 29, 2021 (the "Closing Date"). In connection with the Merger, the Reporting Person received (i) 2,933,068 shares of the Issuer's Common Stock and (ii) 325,896 shares of the Issuer's Common Stock subject to forfeiture (the "Earn-out Shares").
F2	The Earn-out Shares will no longer be subject forfeiture upon the satisfaction 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 Closing Date) for 30 consecutive trading days occurring during the Earn-out Period, 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
F3	(as defined in the Merger 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 Shares shall vest. If the Earn-Out Conditions 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 Closing Date, the closing price of the Issuer's Common Stock was $8.54 per share.
F4	Robert John Galema, Roel Bulthuis, Corne Jansen and Wolfgang Noldeke together exercise voting and investment control over shares held by Stichting Depositary INKEF Investment Fund.