Sec Form 4 Filing - SVF II WW Holdings (Cayman) Ltd @ WeWork Inc. - 2023-05-05

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
SVF II WW Holdings (Cayman) Ltd
2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE]
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 WALKERS CORP LTD., 190 ELGIN AVENUE,
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2023
(Street)
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
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
Class A Common Stock 05/05/2023 J( 1 ) 1,112,900,605 A 1,433,199,066 I By SVF II WW Holdings (Cayman) Limited ( 2 )
Class A Common Stock 4,049,587 I By SVF II WW (DE) 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
11.000% Second Lien Exchangeable PIK Notes due 2027 $ 1.2007 05/05/2023 J( 1 ) ( 3 ) ( 3 ) Class A Common Stock 156,161,508 ( 1 ) $ 187,500,000 I By SVF II Aggregator (Jersey) L.P. ( 2 )
12.000% Third Lien Exchangeable PIK Notes due 2027 $ 1.2007 05/05/2023 J( 1 ) ( 3 ) ( 3 ) Class A Common Stock 224,560,249 ( 1 ) $ 269,625,000 I By SVF II Aggregator (Jersey) L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVF II WW Holdings (Cayman) Ltd
C/O WALKERS CORP LTD., 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
SVF II Aggregator (Jersey) L.P.
CRESTBRIDGE LIMITED, 47 ESPLANADE
ST. HELIER, Y9JE1 0BD
X
SOFTBANK VISION FUND II-2 L.P.
CRESTBRIDGE LIMITED, 47 ESPLANADE,
ST. HELIER, Y9JE1 0BD
X
SOFTBANK GROUP CORP.
1-7-1, KAIGAN
MINATO-KU
TOKYO, M0105-7537
X
SB Global Advisers Ltd
69 GROSVENOR STREET
LONDON, X0W1K 3JP
X
SVF II WW (DE) LLC
251 LITTLE FALLS DRIVE,
WILMINGTON, DE19808
X
SVF II Holdings (DE) LLC
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
Signatures
SVF II WW Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, as Director 05/09/2023
Signature of Reporting Person Date
SVF II WW (DE) LLC, By: /s/ Jonathan Duckles, as Director 05/09/2023
Signature of Reporting Person Date
SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director 05/09/2023
Signature of Reporting Person Date
SVF II Aggregator (Jersey) L.P., By SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director 05/09/2023
Signature of Reporting Person Date
SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director 05/09/2023
Signature of Reporting Person Date
SB Global Advisers Limited, By: /s/ Alex Clavel, as Director 05/09/2023
Signature of Reporting Person Date
SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department 05/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 5, 2023, pursuant to an Exchange Agreement between the Issuer, WeWork Companies LLC, WW Co-Obligor Inc., each a subsidiary of the Issuer (together, the "Note Issuers"), SVF II Aggregator (Jersey) L.P. ("SVF II Aggregator"), SVF II WW Holdings (Cayman) Limited ("SVF II WW Holdings"), and SoftBank Vision Fund II-2 L.P., the $1.65 billion in aggregate principal amount of the Note Issuers' 5.00% Senior Notes due 2025, Series I, outstanding were exchanged for: (i) $187.5 million in aggregate principal amount of the Note Issuers' 11.00% Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Second Lien Exchangeable Notes") issued to SVF II Aggregator; (ii) $269.6 million in aggregate principal amount of the Note Issuers' 12.00% Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Third Lien Exchangeable Notes") issued to SVF II Aggregator; and (iii) 1,112,900,605 shares of the Issuer's Class A Common Stock issued to SVF II WW Holdings.
( 2 )SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
( 3 )Each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes (together, the "Exchangeable Notes") may be exercised at the option of the holder at any time prior to the close of business on the second trading day immediately preceding the final maturity date of the Exchangeable Notes, which is August 15, 2027. The Exchangeable Notes may be exchanged for an initial amount of 832.8614 shares of Class A Common Stock per $1,000 exchange amount, subject to adjustment as set forth in the respective indentures, which initially implies a Class A Common Stock price of $1.20068 per share.

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