Sec Form 3 Filing - Ghamsari Nima @ Blend Labs, Inc. - 2021-07-15

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
Ghamsari Nima
2. Issuer Name and Ticker or Trading Symbol
Blend Labs, Inc. [ BLND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
415 KEARNY ST.
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2021
(Street)
SAN FRANCISCO, CA94108
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 A Common Stock ( 1 ) 5,966,665 D
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 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 6,570,833 D
Founders Preferred Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 345,833 D
Stock Option (right to buy) ( 3 ) $ 2.31 ( 4 ) 12/03/2029 Class A Common Stock ( 1 ) 3,229,804 D
Founder and Head of Blend Long-Term Performance Award $ 8.58 ( 5 ) 03/31/2036 Class A Common Stock ( 1 ) 26,057,181 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghamsari Nima
415 KEARNY ST.
SAN FRANCISCO, CA94108
X Chief Executive Officer
Signatures
/s/ Crystal Sumner, Attorney-in-fact 07/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Class A Common Stock as currently named will be reclassified into one share of Class B Common Stock and each share of Class B Common Stock as currently named will be reclassified into one share of Class A Common Stock. This Form 3 assumes all shares have been renamed as if such reclassification has already occurred.
( 2 )Each share of Founders Preferred Stock will be converted into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, and such shares of Class A Common Stock will be exchanged at a 1:1 ratio for shares of Class B Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.
( 3 )Upon exercise of the option, such shares of Class A Common Stock may be exchanged at a 1:1 ratio for shares of Class B Common Stock at the election of the holder.
( 4 )1/84th of the shares subject to this option vest monthly following January 1, 2020, subject to the Reporting Person's continued role as a service provider to the Issuer. This option is subject to an early exercise provision and is immediately exercisable.
( 5 )The shares subject to this option vest in five tranches, the first of which vests upon satisfaction of certain liquidity event-related performance conditions. The remaining four tranches vest based on the Issuer's stock price performance over certain performance periods as described in the Issuer's Registration Statement on Form S-1, subject to satisfying certain service-based conditions.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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