Sec Form 4 Filing - SOFTBANK VISION FUND II-2 L.P. @ WeWork Inc. - 2024-06-11

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 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
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
SOFTBANK VISION FUND II-2 L.P.
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)
CRESTBRIDGE LIMITED, 47 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2024
(Street)
ST. HELIER,, Y9JE1 0BD
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 06/11/2024 J( 1 ) 35,829,976 ( 2 ) D 0 I By SVF II WW Holdings (Cayman) Limited ( 3 )
Class A Common Stock 06/11/2024 J( 1 ) 101,239 ( 2 ) D 0 I By SVF II WW (DE) LLC ( 3 )
Common Stock 06/11/2024 J( 4 ) 6,342,141 A 6,342,141 I By SoftBank Vision Fund II-2 L.P. ( 3 )
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
Warrants ( 1 ) 06/11/2024 J( 1 ) 723,720 ( 1 ) ( 1 ) Class A Common Stock 723,720 ( 2 ) ( 1 ) 0 I By SVF II WW Holdings (Cayman) Limited ( 3 )
Warrants ( 1 ) 06/11/2024 J( 1 ) 126,432 ( 1 ) ( 1 ) Class A Common Stock 126,432 ( 2 ) ( 1 ) 0 I By SVF II WW (DE) LLC ( 3 )
Warrants ( 1 ) 06/11/2024 J( 1 ) 298,089 ( 1 ) ( 1 ) Class A Common Stock 298,089 ( 2 ) ( 1 ) 0 I By SVF II WW Holdings (Cayman) Limited ( 3 )
11.000% Second Lien Exchangeable PIK Notes due 2027 ( 5 ) 06/11/2024 J( 5 ) ( 5 ) ( 5 ) Class A Common Stock 3,904,037 ( 2 ) ( 5 ) $ 0 I By SVF II Aggregator (Jersey) L.P. ( 3 )
12.000% Third Lien Exchangeable PIK Notes due 2027 ( 5 ) 06/11/2024 J( 5 ) ( 5 ) ( 5 ) Class A Common Stock 5,614,006 ( 2 ) ( 5 ) $ 0 I By SVF II Aggregator (Jersey) L.P. ( 3 )
Letters of Credit ( 6 ) 06/11/2024 J( 6 ) 19,318,943 ( 6 ) ( 6 ) Common Stock 19,318,943 ( 6 ) 19,318,943 I By SoftBank Vision Fund II-2 L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOFTBANK VISION FUND II-2 L.P.
CRESTBRIDGE LIMITED, 47 ESPLANADE
ST. HELIER,, Y9JE1 0BD
X
SB Global Advisers Ltd
69 GROSVENOR STREET,
LONDON,, X0W1K 3JP
X
SOFTBANK GROUP CORP.
1-7-1, KAIGAN
MINATO-KU TOKYO, M0105-7537
X
Signatures
SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director 06/13/2024
Signature of Reporting Person Date
SB Global Advisers Limited, By: /s/ Alex Clavel, as Director 06/13/2024
Signature of Reporting Person Date
SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department 06/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 6, 2023, the Issuer and certain of its direct and indirect subsidiaries (together with the Issuer, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On May 30, 2024, the Bankruptcy Court entered an order confirming the Debtors' Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and its Debtor Subsidiaries (the "Plan"), and on June 11, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. On the Effective Date, all outstanding existing shares of Class A common stock (the "Old Common Stock") and warrants , each exercisable for shares of Old Common Stock, were cancelled and extinguished pursuant to the Plan.
( 2 )Reflects a 1-for-40 reverse stock split effected by the Issuer on September 1, 2023.
( 3 )SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making 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 WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. 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 WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
( 4 )Represents shares of the Issuer's new common stock, par value $0.0001 per share ("Common Stock"), issued to SoftBank Vision Fund II-2 L.P. on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously held by SoftBank Vision Fund II-2 L.P.
( 5 )On the Effective Date, pursuant to the Plan, each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes were cancelled.
( 6 )In connection with drawings in respect of certain letters of credit, the Issuer may transfer to SoftBank Vision Fund II-2 L.P. a number of shares of Common Stock, determined in accordance with a conversion price per share set forth in the Issuer's credit agreement entered into on the Effective Date in connection with the confirmation of the Plan, for a total amount of up to 19,318,943 shares of Common Stock.

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.