Andreessen Horowitz Fund III, L.P. - 29 Sep 2021 Form 3 Insider Report for Shapeways Holdings, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
3
Accepted by SEC
12 Oct 2021, 12:29:52 UTC
Next SEC filing
19 Oct 2021
Source filing
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Reporting owner 1 detail
Reporting owner signature
Andreessen Horowitz Fund III, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer

Key filing fact

Andreessen Horowitz Fund III, L.P. filed Form 3 for Shapeways Holdings, Inc. on 12 Oct 2021.

Key facts

  • This page summarizes Andreessen Horowitz Fund III, L.P.'s Form 3 filing for Shapeways Holdings, Inc..
  • 0 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 12 Oct 2021, 12:29.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

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

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

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Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SHPW holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
4,500,136
Date
29 Sep 2021
Ownership
By Andreessen Horowitz Fund III, L.P.
Footnotes
F1, F2, F3, F4
SHPW holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
488,904
Date
29 Sep 2021
Ownership
By Andreessen Horowitz Fund III, L.P.
Footnotes
F1, F2
SHPW holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
283,881
Date
29 Sep 2021
Ownership
By AH Parallel Fund III, L.P.
Footnotes
F1, F2, F5, F6
SHPW holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
31,542
Date
29 Sep 2021
Ownership
By AH Parallel Fund III, L.P.
Footnotes
F1, F2, 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

In connection with the merger (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., and Shapeways, Inc., Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), received 4,400,136 shares of Common Stock in the Issuer and AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel III Entities"), received 283,881 shares of Common Stock in the Issuer.

Footnote F2

(Continued from Footnote 1) Additionally, the AH Fund III Entities received 488,904 restricted Common Stock of the Issuer and the AH Parallel III Entities received 31,542 restricted Common Stock of the Issuer (collectively, the "Earn-out Shares"). The Earn-out Shares are subject to certain vesting and forfeiture conditions on the terms set forth in the Merger Agreement. Concurrently with the closing of the Merger, the AH Fund III Entities acquired 100,000 shares of the Issuer's Common Stock pursuant to a subscription agreement entered into with the Issuer.

Footnote F3

The reported securities are held by AH Fund III Entities. AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The managing members of AH EP III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities.

Footnote F4

Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.

Footnote F5

The reported securities are held by AH Parallel III Entities. AH Equity Partners III (Parallel), L.L.C. ("AH EP Parallel III") is the general partner of the AH Parallel III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel III Entities. The managing members of AH EP Parallel III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel III Entities.

Footnote F6

Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.

SEC remarks

This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund III-A, L.P., AH Parallel Fund III-B L.P., AH Parallel Fund III-Q, L.P., AH Equity Partners III, L.L.C., AH Equity Partners III (Parallel), L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.

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