0001104659-21-132498.txt : 20211101 0001104659-21-132498.hdr.sgml : 20211101 20211101200241 ACCESSION NUMBER: 0001104659-21-132498 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211020 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VII, L.P. CENTRAL INDEX KEY: 0001507661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 211368819 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VII-B, L.P. CENTRAL INDEX KEY: 0001507670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 211368818 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners VII (AIV), L.P. CENTRAL INDEX KEY: 0001552509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 211368820 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VII, L.L.C. CENTRAL INDEX KEY: 0001611050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 211368821 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WeWork Inc. CENTRAL INDEX KEY: 0001813756 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851144904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2400 SAND HILL RD., SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 212-818-8800 MAIL ADDRESS: STREET 1: 2400 SAND HILL RD., SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: BowX Acquisition Corp. DATE OF NAME CHANGE: 20200601 3 1 tm2131362-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-10-20 0 0001813756 WeWork Inc. WE 0001611050 Benchmark Capital Management Co. VII, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001552509 Benchmark Capital Partners VII (AIV), L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507661 Benchmark Founders' Fund VII, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507670 Benchmark Founders' Fund VII-B, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class A Common Stock 19471310 I See Footnote The shares are held by Benchmark Capital Partners VII (AIV), L.P. ("BCP AIV"), as nominee for itself and Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII") is the general partner of each of BCP AIV, BFF VII and BFF VII-B and may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie (a member of the Issuer's board of directors), Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. The Reporting Persons are a party to that certain Stockholders Agreement (the "Stockholders Agreement") dated as of October 20, 2021, among the Issuer, BCP AIV, the BowX Investor (as defined therein), the SB Investor (as defined therein) and the VF Investor (as defined therein, and together with the BowX Investor and the SB Investor, the "Other Parties"). By virtue of being a party to the Stockholders Agreement, each of the Reporting Persons on this Form 3 may be deemed to be members of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The parties to the Stockholders Agreement hold, in the aggregate, more than 10% of the shares of Class A Common Stock of the Issuer. The share ownership reported for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the Other Parties. This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. /s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VII, L.L.C. 2021-11-01 /s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII (AIV), L.P. 2021-11-01 /s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 2021-11-01 /s/ An-Yen Hu by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 2021-11-01