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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Galema Robert Jan 30-02 48TH AVENUE LONG ISLAND CITY,, NY 11101 |
X |
/s/ Jennifer Walsh, Attorney-in-Fact | 10/01/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | n connection with the merger described in that certain Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (the "Merger Agreement"), by and among the Issuer, Galileo Acquisition Holdings, Inc. and Shapeways, Inc., pursuant to which Shapeways, Inc. survived as a wholly-owned subsidiary of the Issuer (the "Merger"), which closed on September 29, 2021 (the "Closing Date"). In connection with the Merger, the Reporting Person received (i) 2,933,068 shares of the Issuer's Common Stock and (ii) 325,896 shares of the Issuer's Common Stock subject to forfeiture (the "Earn-out Shares"). |
(2) | The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of certain share price vesting conditions (the "Earn-out Conditions") as follows: (i) if, at any time prior to September 29, 2024 (the "Earn-out Period") the VWAP (as defined in the Merger Agreement) of the Issuer's Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Closing Date) for 30 consecutive trading days occurring during the Earn-out Period, one half (1/2) of the Earn-out Shares shall vest; and (ii) if, at any time prior to the Earn-out Period, the VWAP |
(3) | (as defined in the Merger Agreement) of the Issuer's Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Closing Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest. If the Earn-Out Conditions are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. If the Earn-out Conditions are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. On the Closing Date, the closing price of the Issuer's Common Stock was $8.54 per share. |
(4) | Robert John Galema, Roel Bulthuis, Corne Jansen and Wolfgang Noldeke together exercise voting and investment control over shares held by Stichting Depositary INKEF Investment Fund. |