0001062993-23-014116.txt : 20230628 0001062993-23-014116.hdr.sgml : 20230628 20230628175138 ACCESSION NUMBER: 0001062993-23-014116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230626 FILED AS OF DATE: 20230628 DATE AS OF CHANGE: 20230628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP. CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39768 FILM NUMBER: 231053658 BUSINESS ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK GROUP CORP DATE OF NAME CHANGE: 20150702 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Berkshire Grey, Inc. CENTRAL INDEX KEY: 0001824734 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 140 SOUTH ROAD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: (833) 848-9900 MAIL ADDRESS: STREET 1: 140 SOUTH ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: Revolution Acceleration Acquisition Corp DATE OF NAME CHANGE: 20201119 FORMER COMPANY: FORMER CONFORMED NAME: Acceleration Acquisition Corp DATE OF NAME CHANGE: 20200914 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0407 4 2023-06-26 0001824734 Berkshire Grey, Inc. BGRY 0001065521 SOFTBANK GROUP CORP. 1-7-1 KAIGAN MINATO-KU TOKYO M0 105-7537 JAPAN 0 0 1 0 0 Class A Common Stock 0 I See footnote 20% Convertible Senior Note 1.40 2023-06-26 4 P 0 12000000 12000000 A Class A Common Stock 8571428 24000000 I By Backgammon Investment Corp. SVF II BG (DE) LLC ("SVF II BG") is 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. As a result of entry into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SoftBank Group Corp. ("SoftBank") and Backgammon Acquisition Corp., a wholly owned subsidiary of SoftBank, and the transactions contemplated thereby, SoftBank may be deemed a member of a group with the entities noted above. SoftBank disclaims beneficial ownership of the securities held by SVF II BG. The initial conversion price is approximately $1.40 per share of Class A Common Stock, subject to adjustment as set forth in the NPA (as defined in Footnote 3). In connection with the execution of the Merger Agreement, on March 24, 2023, the Issuer and Backgammon Investment Corp. ("BIC") entered into a Note Purchase Agreement (the "NPA"), pursuant to which, on June 26, 2023, BIC purchased $12 million principal amount of the 20% Convertible Senior Notes (the "Convertible Notes") of the Issuer. At any time after the Merger Agreement has been terminated without consummation of the merger, or in connection with the closing of the merger, the holder of any Convertible Notes may convert any or all of such holder's Convertible Notes into shares of Class A Common Stock. The Convertible Notes will mature on the earlier of (i) six months following the termination of the Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted. Backgammon Investment Corp. is a wholly owned subsidiary of SoftBank. /s/ Yuko Yamamoto, as Head of Corporate Legal Department 2023-06-28