Sec Form 4 Filing - Recchi Alberto @ Shapeways Holdings, Inc. - 2021-09-29

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
Recchi Alberto
2. Issuer Name and Ticker or Trading Symbol
Shapeways Holdings, Inc. [ SHPW]
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)
30-02 48TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/29/2021
(Street)
LONG ISLAND CITY, NY11101
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
Common Stock 09/29/2021 A 2,760,000 A 2,760,000 I Held by Galileo Founders Holdings, L.P. ( 4 )
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
Warrant (right to buy) $ 11.5 09/29/2021 A 3,562,000 ( 2 ) 09/29/2026 Common Stock 3,562,000 $ 11.5 3,562,000 I Held by Galileo Founders Holdings, L.P. ( 4 )
Warrant (right to buy) $ 11.5 09/29/2021 A 500,000 ( 3 ) 09/29/2026 Common Stock 500,000 $ 11.5 500,000 I Held by Galileo Founders Holdings, L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Recchi Alberto
30-02 48TH AVENUE
LONG ISLAND CITY, NY11101
X
Signatures
/s/ Jennifer Walsh, Attorney-in-Fact 10/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the merger described in that certain Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, by and among Galileo Acquisition Corp., now known as Shapeways Holdings, Inc. (the "Issuer"), Galileo Founders Holdings, L.P. (the "Sponsor"), Galileo Acquisition Holdings ("Merger Sub") and Shapeways, Inc. ("Shapeways"), pursuant to which Merger Sub merged with and into Shapeways, with Shapeways surviving as a wholly-owned subsidiary of the Issuer (the "Merger"), the Sponsor received 2,760,000 shares of Common Stock in the Issuer.
( 2 )In connection with the Merger, the Sponsor received a warrant to purchase 3,562,000 shares of Common Stock of the Issuer.
( 3 )In connection with the conversion of its $500,000 outstanding principal amount convertible promissory note, the Sponsor received a warrant to purchase 500,000 shares of Common Stock of the Issuer.
( 4 )Alberto Recchi, a Director of the Issuer, through an entity he controls (Ampla Capital, LLC), is a director and officer of the Galileo Founders Holdings, L.P. As such, Mr. Recchi may be deemed to have beneficial ownership of the shares held directly by the Galileo Founders Holdings, L.P.

Remarks:
Exhibit 24

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