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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
SVF II BG (DE) LLC

(Last) (First) (Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON DE 19808

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/20/2023 S(1) 65,567,317 D $1.4(1) 0 I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SVF II BG (DE) LLC

(Last) (First) (Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON DE 19808

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SVF II Aggregator (Jersey) L.P.

(Last) (First) (Middle)
CRESTBRIDGE LIMITED
47 ESPLANADE

(Street)
ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOFTBANK VISION FUND II-2 L.P.

(Last) (First) (Middle)
CRESTBRIDGE LIMITED
47 ESPLANADE

(Street)
ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SB Global Advisers Ltd

(Last) (First) (Middle)
69 GROSVENOR STREET

(Street)
LONDON X0 W1K 3JP

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SVF II Holdings (DE) LLC

(Last) (First) (Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON DE 19808

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 24, 2023, by and among the Issuer, SoftBank Group Corp. ("SoftBank") and Backgammon Acquisition Corp., a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of SoftBank. In connection with the Merger, each share of the Issuer's Class A common stock and Class C common stock (subject to certain exceptions) was converted into the right to receive $1.40 per share in cash.
2. SVF II BG (DE) LLC ("SVF II BG") was the record holder of 65,567,317 shares of the Issuer's common stock. 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 BG. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all 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 BG.
SVF II BG (DE) LLC, By: /s/ Jonathan Duckles, as Director 07/20/2023
SVF II Aggregator (Jersey) L.P., By: /s/ Michael Johnson, as Director of SVF II GP (Jersey) Limited 07/20/2023
SoftBank Vision Fund II-2 L.P., By: /s/ Alex Clavel, as Director 07/20/2023
SB Global Advisers Limited, By: /s/ Alex Clavel, as Director 07/20/2023
SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director 07/20/2023
** 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).
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.