Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wagner Thomas Anderson

(Last)

(First)

(Middle)

140 SOUTH ROAD

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Berkshire Grey, Inc. [ BGRY ]

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/20/2023		D		4,709,752	D	⁽¹⁾	0	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$1.14	07/20/2023		D			2,036,268	⁽²⁾	11/04/2030	Class A Common Stock	2,036,268	$0.26	0	D
Employee Stock Option (right to buy)	$1.14	07/20/2023		D			620,816	⁽³⁾	11/04/2030	Class A Common Stock	620,816	$0.26	0	D
Employee Stock Option (right to buy)	$1.14	07/20/2023		D			215,478	⁽⁴⁾	12/09/2030	Class A Common Stock	215,478	$0.26	0	D
Employee Stock Option (right to buy)	$1.14	07/20/2023		D			2,317,441	⁽⁵⁾	12/09/2030	Class A Common Stock	2,317,441	$0.26	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes.

2. This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on September 1, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $529,429.68, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).

3. This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $161,412.16, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).

4. This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on December 9, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $56,024.28, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).

5. This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $602,534.66, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).

	/s/ Christian Ehrbar, Attorney-in-Fact	07/24/2023
	** Signature of Reporting Person	Date
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).
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