Sec Form 4 Filing - RAAC Management LLC @ Berkshire Grey, Inc. - 2021-07-21

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 RAAC Management 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) WASHINGTON,, DC20036 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 07/21/2021 C 3,735,333 A 3,735,333 D ( 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 Class B common stock ( 1 ) 07/21/2021 C 3,735,333 ( 1 ) ( 1 ) Class A common stock 3,735,333 ( 1 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAAC Management LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC20036 See Remarks Acceleration Capital Management, LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC20036 See Remarks Revolution Special Opportunities LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC20036 See Remarks CASE STEPHEN M 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC20036 See Remarks Signatures RAAC Management LLC, by: /s/ John K. Delaney, Authorized Signatory 07/23/2021 Signature of Reporting Person Date Acceleration Capital Management LLC, by: /s/ John K. Delaney, Authorized Signatory 07/23/2021 Signature of Reporting Person Date /s/ John K. Delaney, as attorney-in-fact for Revolution Special Opportunities LLC 07/23/2021 Signature of Reporting Person Date /s/ John K. Delaney, as attorney-in-fact for Stephen M. Case 07/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 21, 2021, the issuer consummated its initial business combination (the "Business Combination"). In connection with and at the time of the closing of the Business Combination, each share of Class B common stock of the issuer automatically converted into one share of Class A common stock of the issuer. ( 2 )RAAC Management LLC ("Sponsor") is the record holder of the shares of Class B common stock reported herein. The members of Sponsor are Acceleration Capital Management LLC ("ACM") and Revolution Special Opportunities LLC ("RSO"). John K. Delaney is the managing member of ACM. Stephen M. Case is the managing member of RSO. The members of Sponsor elect and remove its managers. As a result of the foregoing, each of ACM, RSO and Mr. Case may be deemed to beneficially own shares held by Sponsor. Each of ACM, RSO and Mr. Case disclaims beneficial ownership of the shares held by Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks: These reporting persons' statuses as ten percent owners ceased on July 21, 2021. Mr. Case's status as a director ceased on July 21, 2021. Prior to the Business Combination, on the basis of the relationship between Sponsor, Mr. Delaney, Mr. Case, ACM and RSO, each of Sponsor, ACM and RSO may have been deemed to be directors by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The statuses of Sponsor, ACM and RSO as potential directors by deputization ceased on July 21, 2021.

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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