SEC FORM 4

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).

1. Name and Address of Reporting Person^*

BowX Sponsor, LLC

(Last)

(First)

(Middle)

C/O BOWX SPONSOR, LLC

2400 SAND HILL RD., SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ]

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)
10/20/2021

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	10/20/2021		C⁽¹⁾		5,925,013	A⁽¹⁾	$0.00⁽¹⁾	5,925,013	D
Class A Common Stock	10/20/2021		J⁽²⁾		5,925,013	D⁽²⁾	$0.00⁽³⁾	0⁽²⁾	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)
Class B Common Stock	⁽¹⁾	10/20/2021		D⁽³⁾			1,995,920	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,995,920	$0.00	10,863,593⁽⁴⁾	D
Class B Common Stock	⁽¹⁾	10/20/2021		C⁽¹⁾			5,925,013	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,925,013	$0.00	4,938,580⁽⁵⁾	D
Warrants	$11.5	10/20/2021		J⁽⁶⁾			4,938,580	⁽⁷⁾	⁽⁸⁾	Class A Common Stock	4,938,580	⁽⁶⁾	0	D

Explanation of Responses:

1. On October 20, 2021, in connection with the consummation of the business combination (the "Business Combination") among BowX Acquisition Corp. ("BowX"), BowX Merger Subsidiary Corp. and WeWork Inc., pursuant to that certain Merger Agreement and Plan of Merger, dated March 25, 2021, each share of Class B common stock of BowX automatically converted into one share of Class A common stock ("Common Stock") of WeWork Inc., formerly known as BowX Acquisition Corp. (the "Issuer"). In connection with the Business Combination, BowX Sponsor, LLC ("Sponsor") distributed all securities held by it.

2. Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

3. In connection with the Business Combination, Sponsor forfeited 1,995,920 shares of Class B Common Stock (the "Forfeiture") to the Issuer pursuant to the terms of the Share Cancellation agreement dated as of March 25, 2021 by and between Sponsor, BowX and the other parties named therein.

4. Represents 5,925,013 shares of Class B Common Stock and 4,938,580 warrants held by Sponsor following the forfeiture.

5. Represents 4,938,580 warrants held by Sponsor.

6. Represents a pro rata distribution of warrants to direct and indirect members of Sponsor.

7. The warrants will become exercisable 30 days after the completion of the Business Combination.

8. The warrants will expire on the fifth anniversary of the completion of the Business Combination.

Remarks:

	By: /s/Murray Rode, Managing Member	10/22/2021
	** 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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