Key facts
- This page summarizes SOFTBANK GROUP CORP.'s Form 4 filing for Berkshire Grey, Inc..
- 1 reported transaction and 1 derivative row are listed below.
- Accepted by SEC: 28 Jun 2023, 17:51.
SOFTBANK GROUP CORP. - 26 Jun 2023 Form 4 Insider Report for Berkshire Grey, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 26 Jun 2023
- Net transaction value
- +$12,000,000
- SEC form
- 4
- Accepted by SEC
- 28 Jun 2023, 17:51:38 UTC
- Prior SEC filing
- 25 May 2023
- Next SEC filing
- 01 Sep 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Yuko Yamamoto, as Head of Corporate Legal Department
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
SOFTBANK GROUP CORP. filed Form 4 for Berkshire Grey, Inc. on 28 Jun 2023.
Change
- Previous filing in this sequence was filed on 25 May 2023.
- Current net transaction value: +$12,000,000.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
BGRY
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 0
- Date
- 26 Jun 2023
- Ownership
- See footnote
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BGRY
transaction
Derivative
20% Convertible Senior Note
Purchase
- Transaction value
- $12,000,000
- Shares
- Change %
- Price
- Shares after
- $24,000,000
- Date
- 26 Jun 2023
- Ownership
- By Backgammon Investment Corp.
- Underlying class
- Class A Common Stock
- Underlying amount
- 8,571,428
- Exercise price
- $1.40
- Footnotes
- F2, F3, F4, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 6 footnotes
Footnote 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.
Footnote 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).
Footnote 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 June 26, 2023, BIC purchased $12 million principal amount of the 20% Convertible Senior Notes (the "Convertible Notes") of the Issuer.
Footnote 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.
Footnote 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.
Footnote F6
Backgammon Investment Corp. is a wholly owned subsidiary of SoftBank.