Sec Form 3 Filing - SPURLOCK STEVEN M @ WeWork Inc. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
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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
SPURLOCK STEVEN M
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 BENCHMARK, 2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
WOODSIDE, CA94062
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 19,471,310 I See Footnote ( 1 ) ( 2 ) ( 3 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPURLOCK STEVEN M
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
LASKY MITCHELL
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
FENTON PETER H
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
GURLEY J WILLIAM
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
HARVEY KEVIN
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Cohler Matt
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock 11/01/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Mitchell Lasky 11/01/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Peter H. Fenton 11/01/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for J. William Gurley 11/01/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey 11/01/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Matt Cohler 11/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by Benchmark Capital Partners VII (AIV), L.P. ("BCP AIV"), as nominee for itself and Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII") is the general partner of each of BCP AIV, BFF VII and BFF VII-B and may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie (a member of the Issuer's board of directors), Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to share voting and dispositive power over these shares beneficially held by such entities.
( 2 )Each such person and entity disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.
( 3 )The Reporting Persons are managing members of BCMC VII, the general Partner of BCP AIV who is a party to that certain Stockholders Agreement (the "Stockholders Agreement") dated as of October 20, 2021, among the Issuer, BCP AIV, the BowX Investor (as defined therein), the SB Investor (as defined therein) and the VF Investor (as defined therein, and together with the BowX Investor and the SB Investor, the "Other Parties"). By virtue of being a party to the Stockholders Agreement, each of the Reporting Persons on this Form 3 may be deemed to be members of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties.
( 4 )The parties to the Stockholders Agreement hold, in the aggregate, more than 10% of the shares of Class A Common Stock of the Issuer. The share ownership reported for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the Other Parties.

Remarks:
This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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