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*
Galema Robert Jan

(Last) (First) (Middle)
30-02 48TH AVENUE

(Street)
LONG ISLAND CITY, NY 11101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Shapeways Holdings, Inc. [ SHPW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021
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)
Code V Amount (A) or (D) Price
Common Stock 09/29/2021 A 2,933,067 A (1)(2)(3) 2,933,067 I Held by Stichting Depositary INKEF Investment Fund(4)
Common Stock 09/29/2021 A 325,896 A (1)(2)(3) 325,896 I Held by Stichting Depositary INKEF Investment Fund(4)
Common Stock 09/29/2021 A 250,000 A $10 250,000 I Held by Stichting Depositary INKEF Investment Fund(4)
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
Explanation of Responses:
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.
/s/ Jennifer Walsh, Attorney-in-Fact 10/01/2021
** 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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