Sec Form 4 Filing - RODE MURRAY D @ WeWork Inc. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RODE MURRAY D
2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BOWX SPONSOR, LLC, 2400 SAND HILL RD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/20/2021 C( 1 ) 1,050,625 A ( 1 ) $ 0 ( 1 ) 1,050,625 I The Rode-Berry Family Trust ( 2 )
Class A Common Stock 10/20/2021 C( 1 ) 5,925,013 A ( 1 ) $ 0 ( 1 ) 5,925,013 I BowX Sponsor LLC ( 3 )
Class A Common Stock 10/20/2021 J( 4 ) 5,925,013 D ( 4 ) $ 0 ( 4 ) 0 ( 4 ) I BowX Sponsor LLC ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 10/20/2021 D( 5 ) 374,975 ( 1 ) ( 1 ) Class A Common Stock 374,975 $ 0 ( 5 ) 1,050,625 I The Rode-Berry Family Trust ( 2 )
Class B Common Stock ( 1 ) 10/20/2021 C( 1 ) 1,050,625 ( 1 ) ( 1 ) Class A Common Stock 1,050,625 $ 0 ( 1 ) 0 I The Rode-Berry Family Trust ( 2 )
Class B Common Stock ( 1 ) 10/20/2021 D( 6 ) 1,995,920 ( 1 ) ( 1 ) Class A Common Stock 1,995,920 $ 0 ( 6 ) 10,863,593 ( 7 ) I BowX Sponsor LLC ( 2 )
Class B Common Stock ( 1 ) 10/20/2021 C( 1 ) 5,925,013 ( 1 ) ( 1 ) Class A Common Stock 5,925,013 $ 0 4,938,580 ( 8 ) I BowX Sponsor LLC ( 2 )
Warrants $ 11.5 10/20/2021 J( 9 ) 4,938,580 ( 10 ) ( 11 ) Class A Common Stock 4,938,580 ( 9 ) 0 I BowX Sponsor LLC ( 2 )
Warrants $ 11.5 ( 10 ) ( 11 ) Class A Common Stock 38,673 38,673 ( 12 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RODE MURRAY D
C/O BOWX SPONSOR, LLC
2400 SAND HILL RD., SUITE 200
MENLO PARK, CA94025
X
Signatures
By: /s/Murray Rode 10/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 20, 2021, in connection with the consummation of the business combination (the "Business Combination") among BowX Acquisition Corp. ("BowX"), BowX Merger Subsidiary Corp. and WeWork Inc., pursuant to that certain Merger Agreement and Plan of Merger, dated March 25, 2021, each share of Class B common stock of BowX automatically converted into one share of Class A common stock ("Common Stock") of WeWork Inc., formerly known as BowX Acquisition Corp. (the "Issuer"). In connection with the Business Combination, Murray Rode resigned as a director of the BowX.
( 2 )Securities held directly by The Rode-Berry Family Trust, a trust for the benefit of Mr. Rode and his family. Mr. Rode disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 3 )BowX Sponsor LLC ("Sponsor") is the record holder of these securities. Vivek Ranadive and Murray Rode are the managing members of Sponsor, and as such Messrs. Ranadive and Rode have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
( 4 )Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.
( 5 )In connection with the Business Combination, Mr. Rode forfeited 374,975 shares of Class B Common Stock to the Issuer pursuant to the terms of the Share Cancellation agreement dated as of March 25, 2021 by and between Mr. Rode, Sponsor, BowX and the other parties named therein (the "Cancellation Agreement").
( 6 )In connection with the Business Combination, Sponsor forfeited 1,995,920 shares of Class B Common Stock (the "Forfeiture") to the Issuer pursuant to the terms of the Cancellation Agreement.
( 7 )Represents 5,925,013 shares of Class B Common Stock and 4,938,580 warrants held by Sponsor following the Forfeiture.
( 8 )Represents 4,938,580 warrants held by Sponsor.
( 9 )Represents a pro rata distribution of warrants to direct and indirect members of Sponsor.
( 10 )The warrants will become exercisable 30 days after the completion of the Business Combination.
( 11 )The warrants will expire on the fifth anniversary of the completion of the Business Combination.
( 12 )Represents warrants held directly by Mr. Rode.

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