Sec Form 4 Filing - DeMatteis Jared @ 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
DeMatteis Jared
2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last) (First) (Middle)
575 LEXINGTON AVE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
NEW YORK, NY10022
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 10/20/2021 A 438 D 438 D
Common Stock 10/20/2021 A 66,095 ( 3 ) D 66,095 D
Common Stock 10/20/2021 A 123,928 ( 4 ) D 123,928 D
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
Stock Option (right to buy) $ 4.99 10/20/2021 A 4,963 ( 6 ) 03/15/2025 Common Stock 4,963 ( 5 ) 4,963 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 3,140 ( 7 ) 10/27/2025 Common Stock 3,140 ( 5 ) 3,140 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 4,957 ( 8 ) 02/03/2026 Common Stock 4,957 ( 5 ) 4,957 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 1,651 ( 9 ) 08/04/2026 Common Stock 1,651 ( 5 ) 1,651 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 4,130 ( 10 ) 01/18/2027 Common Stock 4,130 ( 5 ) 4,130 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 4,461 ( 11 ) 05/21/2027 Common Stock 4,461 ( 5 ) 4,461 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 4,748 ( 12 ) 06/12/2028 Common Stock 4,748 ( 5 ) 4,748 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 9,496 ( 13 ) 06/12/2028 Common Stock 9,496 ( 5 ) 9,496 D
Stock Option (right to buy) $ 4.99 10/20/2021 A 2,503 ( 14 ) 03/04/2029 Common Stock 2,503 ( 5 ) 2,503 D
Stock Option (right to buy) $ 2.55 10/20/2021 A 82,619 ( 15 ) 02/10/2030 Common Stock 82,619 ( 5 ) 82,619 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DeMatteis Jared
575 LEXINGTON AVE, 12TH FLOOR
NEW YORK, NY10022
Chief Legal Officer
Signatures
Jared DeMatteis 10/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 20, 2021, (i) BowX Acquisition Corp. ("BowX") consummated a business combination (the "Business Combination") by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation ("Merger Sub"), BowX Merger Subsidiary I I, LLC, a Delaware limited liability company ("Merger Sub II") and WeWork Inc., a Delaware corporation ("Legacy WeWork"), (ii) BowX changed its name to "WeWork Inc." and (iii) Merger Sub merged with and into Legacy WeWork (the "First Merger") and the surviving corporation of the First Merger merged with and into Merger Sub II. As part of the Business Combination, each share of Legacy WeWork common stock was exchanged for 0.82619 shares of common stock of WeWork Inc.
( 2 )As part of the Business Combination, each Legacy WeWork RSU was exchanged for 0.82619 RSUs of WeWork Inc.
( 3 )One third of the RSUs will vest on each of January 26, 2022, January 26, 2023 and January 26, 2024.
( 4 )One third of the RSUs will vest on each of February 1, 2022, February 1, 2023 and February 1, 2024.
( 5 )As part of the Business Combination, each Legacy WeWork stock option was exchanged for a stock option to acquire 0.82619 shares of common stock of WeWork Inc.
( 6 )Options are fully vested and exercisable.
( 7 )Options are fully vested and exercisable.
( 8 )Options are fully vested and exercisable.
( 9 )Options are fully vested and exercisable.
( 10 )80% of the option was fully vested and exercisable as of January 18, 2021, after which 1/60 of the option vests on the 18th of each month through January 18, 2022.
( 11 )80% of the option was fully vested and exercisable as of March 9, 2021, after which 1/60 of the option vests on the 9th of each month through March 9, 2022.
( 12 )Options are fully vested and exercisable.
( 13 )Three sevenths of the option was fully vested and exercisable as of January 1, 2021, after which 1/84 of the option vests on the 1st of each month through January 1, 2025.
( 14 )Options are fully vested and exercisable.
( 15 )One third of the option vested and became exercisable on January 15, 2021, after which 1/12 of the option vests on each April 15, July 15, October 15 and January 15 through January 15, 2023.

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