Sec Form 3 Filing - SVF II BG (DE) LLC @ Berkshire Grey, Inc. - 2021-07-21

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 SVF II BG (DE) LLC 2. Issuer Name and Ticker or Trading Symbol Berkshire Grey, Inc. [ BGRY] 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) 251 LITTLE FALLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) WILMINGTON, DE19808 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 65,567,317 I See footnote ( 1 )

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 SVF II BG (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON, DE19808 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 SB Global Advisors Ltd 69 GROSVENOR STREET LONDON, ENGLAND, X0W1K 3JP X SVF II Holdings (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON, DE19808 X Signatures SVF II BG (DE) LLC, By: /s/ Ian McLean, as Director 09/23/2021 Signature of Reporting Person Date SVF II Holdings (DE) LLC, By: /s/ Ian McLean, as Director 09/23/2021 Signature of Reporting Person Date SVF II Aggregator (Jersey) L.P., By: /s/ Brian Wheeler, as General Counsel 09/23/2021 Signature of Reporting Person Date SoftBank Vision Fund II-2 L.P., By: /s/ SB Global Advisers Limited, its Manager, By: /s/ Spencer Collins, as Director 09/23/2021 Signature of Reporting Person Date SB Global Advisers Limited, By: /s/ Spencer Collins, Director 09/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities held of record by SVF II BG (DE) LLC. 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 BG (DE) LLC. SB Global Advisers Limited ("SBGA") has been appointed as manager and is exclusively responsible for making all 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 BG (DE) LLC.

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

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