Sec Form 3 Filing - SVF Fetch (Cayman) Ltd @ Getaround, Inc - 2022-12-08

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
SVF Fetch (Cayman) Ltd
2. Issuer Name and Ticker or Trading Symbol
Getaround, Inc [ GETR]
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)
12/08/2022
(Street)
GEORGE TOWN, 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
Common Stock 21,516,384 I See footnotes( 1 )( 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
Earnout Shares $ 0 ( 3 ) 12/08/2029 Common Stock 10,076,396 I See footnotes( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVF Fetch (Cayman) Ltd
C/O WALKERS CORP LTD.,
190 ELGIN AVENUE
GEORGE TOWN, E9KY1-9008
X
SoftBank Vision Fund L.P.
AZTEC GROUP HOUSE 11-15 SEATON PLACE
ST. HELIER, Y9JE4 0QH
X
SVF Sync Holdings (Cayman) Ltd
C/O WALKERS CORP LTD., 190 ELGIN AVE.
GEORGE TOWN, E9KY1-9008
X
SVF Holdings (UK) LLP
69 GROSVENOR STREET
LONDON, X0W1K 3JP
X
SB INVESTMENT ADVISERS (UK) LTD
69 GROSVENOR STREET,
LONDON, X0W1K 3JP
X
SOFTBANK VISION FUND (AIV M2) L.P.
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
Signatures
SVF Fetch (Cayman) Limited, By: /s/ Karen Ellerbe, Director 12/19/2022
Signature of Reporting Person Date
SVF Sync Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, Director 12/19/2022
Signature of Reporting Person Date
SVF Holdings (UK) LLP, By: Softbank Vision Fund L.P., its Managing Member, By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 12/19/2022
Signature of Reporting Person Date
SoftBank Vision Fund L.P., By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 12/19/2022
Signature of Reporting Person Date
SoftBank Vision Fund (AIV M2) L.P., By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 12/19/2022
Signature of Reporting Person Date
SB Investment Advisers (UK) Limited, By: /s/ Amanda Sanchez-Barry, General Counsel 12/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 12,885,948 shares of Common Stock held of record by SoftBank Vision Fund (AIV M2) L.P. and 8,630,436 shares of Common Stock held of record by SVF Fetch (Cayman) Limited.
( 2 )Softbank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Sync Holdings (Cayman) Limited, which is the sole owner of SVF Fetch (Cayman) Limited. SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") of each of Softbank Vision Fund L.P. and SoftBank Vision Fund (AIV M2) L.P. As AIFM, SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of Softbank Vision Fund L.P.'s and SoftBank Vision Fund (AIV M2) L.P.'s investments. As a result of these relationships, the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interests therein.
( 3 )Pursuant to the Merger Agreement, dated as of May 11, 2022, by and among InterPrivate II Acquisition Corp., TMPST Merger Sub I Inc., TMPST Merger Sub II LLC, and Getaround, Inc., SVF Fetch (Cayman) Limited and SoftBank Vision Fund (AIV M2) L.P. will be entitled to receive 4,041,743 shares and 6,034,653 shares of Common Stock, respectively, in each case issuable as earnout shares based on the daily volume weighted average price of the Issuer's Common Stock achieving various price targets ($13.50, $17.00, $25.00, $30.00, $37.00, $46.00 and $55.00) for a period of at least 20 days out of 30 consecutive trading days, as may be adjusted.

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