Sec Form 3 Filing - Neumann Adam @ WeWork Inc. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Neumann Adam
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)
88 UNIVERSITY PLACE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 C common stock ( 1 ) ( 2 ) 19,896,032 D
Class A common stock ( 3 ) 544,353 I See footnote ( 3 )
Class A common stock ( 4 ) 47,792,578 I See footnote ( 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
WeWork Partnerships Profits Interest Units ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A common stock 19,896,032 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neumann Adam
88 UNIVERSITY PLACE, 10TH FLOOR
NEW YORK, NY10003
X
Signatures
/s/ Adam Neumann 11/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class C common stock of the Issuer ("Class C common stock") carry one vote per share but no economic rights (including no rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of Profits Interest Units (the "WeWork Partnership Profits Interest Units") of The We Company Management Holdings L.P. (the "Partnership").
( 2 )Pursuant to the terms of the Third Amended and Restated Agreement of Exempted Limited Partnership of the Partnership, effective as of October 20, 2021, by and among the Partnership and the parties listed thereto (the "LPA"), WeWork Partnership Profits Interest Units, together with a corresponding number of shares of Class C common stock, may be (a) converted into WeWork Partnership Class A Common Units or (b) exchanged (along with the corresponding shares of Class C common stock) for shares of Class A common stock of the Issuer or for cash of an equivalent value. The exchange rights under the LPA do not expire.
( 3 )Reflects 544,353 shares of Class A common stock held, in the aggregate, by ANINCENTCO1 LLC, ANINCENTCO2 LLC AND ANINCENTCO3 LLC, of which the reporting person is the managing member.
( 4 )Reflects 47,792,578 shares of Class A common stock held by WE Holdings LLC, over which the reporting person has a pecuniary interest.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.