0001104659-21-122225.txt : 20211001 0001104659-21-122225.hdr.sgml : 20211001 20211001214832 ACCESSION NUMBER: 0001104659-21-122225 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211001 DATE AS OF CHANGE: 20211001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wolfe Josh CENTRAL INDEX KEY: 0001830001 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211300854 MAIL ADDRESS: STREET 1: C/O LUX HEALTH TECH ACQUISITION CORP. STREET 2: 920 BROADWAY, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shapeways Holdings, Inc. CENTRAL INDEX KEY: 0001784851 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30-02 48TH AVENUE CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: (646) 979-9885 MAIL ADDRESS: STREET 1: 30-02 48TH AVENUE CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 FORMER COMPANY: FORMER CONFORMED NAME: Galileo Acquisition Corp. DATE OF NAME CHANGE: 20190807 4 1 tm2129009-11_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-09-29 0 0001784851 Shapeways Holdings, Inc. SHPW 0001830001 Wolfe Josh 30-02 48TH AVENUE LONG ISLAND CITY, NY 11101 1 0 0 0 Common Stock 2021-09-29 4 A 0 3430000 A 3430000 I Held by Lux Ventures III, L.P. Common Stock 2021-09-29 4 A 0 381111 A 381111 I Held by Lux Ventures III, L.P. Common Stock 2021-09-29 4 A 0 2563614 A 2563614 I Held by Lux Co-Invest Opportunities, L.P. Common Stock 2021-09-29 4 A 0 284846 A 284846 I Held by Lux Co-Invest Opportunities, L.P. Common Stock 2021-09-29 4 A 0 155400 A 155400 I Held by Lux Ventures Cayman III, L.P. Common Stock 2021-09-29 4 A 0 17267 A 17267 I Held by Lux Ventures Cayman III, L.P. Common Stock 2021-09-29 4 A 0 1633 A 1633 I Held by Lux Ventures III Special Founders Fund, L.P. Common Stock 2021-09-29 4 A 0 181 A 181 I Held by Lux Ventures III Special Founders Fund, L.P. Common Stock 2021-09-29 4 A 0 300000 10.00 A 300000 I Held by Lux Co-Invest Opportunities, L.P. In 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 Galileo Acquisition Corp., now known as Shapeways Holdings, Inc. (the "Issuer"), Galileo Acquisition Holdings, Inc. ("Merger Sub"), and Shapeways, Inc. ("Shapeways"), pursuant to which Merger Sub merged with and into Shapeways, with Shapeways surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Reporting Person received (i) 3,430,000 shares of Common Stock in the Issuer and (ii) 381,111 restricted Common Stock of the Issuer (the "Earn-out Shares"). 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 Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Transaction Date and ending on the Expiration Date, 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 (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 Transaction Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest. If the Performance Milestones 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 effective date of the Merger, the closing price of the Issuer's Common Stock was $8.54 per share. In connection with the Merger, the Reporting Person received (i) 2,563,614 shares of Common Stock in the Issuer and (ii) 284,846 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. In connection with the Merger, the Reporting Person received (i) 155,400 shares of Common Stock in the Issuer and (ii) 17,267 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. In connection with the Merger, the Reporting Person received (i) 1,633 shares of Common Stock in the Issuer and (ii) 181 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of Lux Ventures III, LP and of Lux Ventures III Special Founders Fund, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. The individual managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. /s/ Jennifer Walsh, Attorney-in-Fact 2021-10-01