Sec Form 3 Filing - Bessemer Venture Partners VIII L.P. @ Winc, Inc. - 2021-10-26

FORM 3 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 Bessemer Venture Partners VIII L.P. 2. Issuer Name and Ticker or Trading Symbol Winc, Inc. [ WBEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2021 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series Seed Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 161,824 I See Footnotes ( 1 ) ( 3 ) Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 744,732 I See Footnotes ( 1 ) ( 4 ) Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 524,809 I See Footnotes ( 1 ) ( 5 ) Series B-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 202,540 I See Footnotes ( 1 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. Ltd. 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X GoBlue Ventures LLC 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Wahoowa Ventures LLC 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X 15 Angels II LLC 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 10/26/2021 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P. 10/26/2021 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd. 10/26/2021 Signature of Reporting Person Date /s/ Scott Ring, Authorized Person, 15 Angels II LLC 10/26/2021 Signature of Reporting Person Date /s/ Scott Ring, Authorized Person, GoBlue LLC 10/26/2021 Signature of Reporting Person Date /s/ Scott Ring, Authorized Person, Wahoowa LLC 10/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of (a) Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels II LLC ("15 Angels") and GoBlue Ventures LLC ("GoBlue") and (b) Bessemer Venture Partners VIII L.P., which is the sole member of Wahoowa Ventures LLC ("Wahoowa"). Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by Bessemer VIII Institutional, 15 Angels, GoBlue, and Wahoowa and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa. ( 2 )Each share of the Issuer's Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date. ( 3 )As of the date hereof, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa own Issuer Series Seed Preferred Stock that is convertible into 57,500 shares of Common Stock, 56,513 shares of Common Stock, 0 shares of Common Stock and 47,811 shares of Common Stock respectively. ( 4 )As of the date hereof, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa own Issuer Series A Preferred Stock that is convertible into 264,620 shares of Common Stock, 260,080 shares of Common Stock, 0 shares of Common Stock and 220,032 shares of Common Stock respectively. ( 5 )As of the date hereof, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa own Issuer Series B Preferred Stock that is convertible into 139,362 shares of Common Stock, 182,187 shares of Common Stock, 47,710 shares of Common Stock and 155,550 shares of Common Stock respectively. ( 6 )As of the date hereof, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa own Issuer Series Seed Preferred Stock that is convertible into 0 shares of Common Stock, 0 shares of Common Stock, 110,587 shares of Common Stock and 91,953 shares of Common Stock respectively.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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