Sec Form 13G Filing - 8VC Co-Invest Fund I L.P. @ Blend Labs Inc.

Sec Form 13G Filing - 8VC Co-Invest Fund I L.P. filing for Blend Labs Inc. (BLND) - 2023-02-08

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Blend Labs, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

09352U108

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


		13G
CUSIP No. 09352U108

(1)

All such shares are held of record by 8VC Co-Invest LP (as defined in Item 2(a) of the Original Schedule 13G). 8VC Co-Invest GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of 8VC Co-Invest LP. Lonsdale (as defined in Item 2(a) of the Original Schedule 13G) is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

(2)	Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022 (the “Form 10-Q”).


		13G
CUSIP No. 09352U108

(1)	All such shares are held of record by 8VC Co-Invest LP. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

(2)	Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.


		13G
CUSIP No. 09352U108

(1)

All such shares are held of record by Opportunities II (as defined in Item 2(a) of the Original Schedule 13G). Opportunities GP II (as defined in item 2(a) of the Original Schedule 13G) is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2)	Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.


		13G
CUSIP No. 09352U108

(1)	All such shares are held of record by Opportunities II. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2)	Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.


		13G
CUSIP No. 09352U108

(1)

Consists of (i) 8,320,968 shares of the Issuer’s Common Stock held of record by 8VC Co-Invest LP and (ii) 4,975,791 shares of the Issuer’s Common Stock held of record by Opportunities II. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2)	The aggregate amount beneficially owned by Joe Lonsdale does not include 16,220,511 shares of the Issuer’s Common Stock held of record by Formation8 Fund I, L.P. Lonsdale is one of three managing members of Formation8 GP, LLC, the general partner of Formation8, L.P.

(3)	Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.


		13G
CUSIP No. 09352U108

Introductory Note: This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the Commission on February 14, 2022 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

Item 4.

Ownership.

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.


		13G
CUSIP No. 09352U108

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2023


8VC OPPORTUNITIES FUND II, L.P.		8VC OPPORTUNITIES GP II, LLC

By:	8VC Opportunities GP II, LLC

By:	/s/ Joe Lonsdale	By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale	Name:	Joe Lonsdale
Title:	Managing Member	Title:	Managing Member

8VC CO-INVEST FUND I, L.P.		8VC CO-INVEST GP I, LLC

By:	8VC Co-Invest GP I, LLC

By:	/s/ Joe Lonsdale	By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale	Name:	Joe Lonsdale
Title:	Managing Member	Title:	Managing Member

By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale

NAMES OF REPORTING PERSONS

8VC Co-Invest Fund I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware