0000899243-21-039702.txt : 20211008 0000899243-21-039702.hdr.sgml : 20211008 20211008163318 ACCESSION NUMBER: 0000899243-21-039702 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211008 DATE AS OF CHANGE: 20211008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucca (Jersey) SLP CENTRAL INDEX KEY: 0001591294 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211315679 BUSINESS ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44-0-1534-833400 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: Y9 JE48YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. CENTRAL INDEX KEY: 0001611750 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211315680 BUSINESS ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WC BUSINESS PHONE: 44 0 1534-504000 MAIL ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WC REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Venture Associates V Ltd CENTRAL INDEX KEY: 0001611751 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211315678 BUSINESS ADDRESS: STREET 1: 44 ESPLANADE CITY: ST. HELIER, CHANNEL ISLANDS STATE: Y9 ZIP: JE1 3FG BUSINESS PHONE: 44 0 1534-504000 MAIL ADDRESS: STREET 1: 44 ESPLANADE CITY: ST. HELIER, CHANNEL ISLANDS STATE: Y9 ZIP: JE1 3FG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures V (Jersey), L.P. CENTRAL INDEX KEY: 0001611775 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211315681 BUSINESS ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WC BUSINESS PHONE: 44 0 1534-504000 MAIL ADDRESS: STREET 1: OGIER HOUSE STREET 2: THE ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WC ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shapeways Holdings, Inc. CENTRAL INDEX KEY: 0001784851 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30-02 48TH AVENUE CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: (646) 979-9885 MAIL ADDRESS: STREET 1: 30-02 48TH AVENUE CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 FORMER COMPANY: FORMER CONFORMED NAME: Galileo Acquisition Corp. DATE OF NAME CHANGE: 20190807 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-29 0 0001784851 Shapeways Holdings, Inc. SHPW 0001611775 Index Ventures V (Jersey), L.P. 5TH FLOOR, 44 ESPLANADE ST. HELIER Y9 JE1 3FG JERSEY 0 0 1 0 0001611750 Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. 5TH FLOOR, 44 ESPLANADE ST. HELIER Y9 JE1 3FG JERSEY 0 0 1 0 0001591294 Yucca (Jersey) SLP 5TH FLOOR, 44 ESPLANADE ST. HELIER Y9 JE1 3FG JERSEY 0 0 1 0 0001611751 Index Venture Associates V Ltd 5TH FLOOR, 44 ESPLANADE ST. HELIER Y9 JE1 3FG JERSEY 0 0 1 0 Common Stock 5307737 D Common Stock 42994 I By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. Common Stock 67728 I By Yucca (Jersey) SLP In 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 Galileo Acquisition Corp., now known as Shapeways Holdings, Inc. (the "Issuer"), Galileo Acquisition Holdings, Inc. ("Merger Sub"), and Shapeways, Inc. ("Shapeways"), pursuant to which Merger Sub merged with and into Shapeways, with Shapeways surviving as a wholly-owned subsidiary of the Issuer (the "Merger"), Index Ventures V (Jersey) L.P. ("Index V") received 5,307,737 shares of Common Stock of the Issuer, which includes 530,773 shares are subject to forfeiture, as described below (the "Earnout Shares"). The Earnout Shares will no longer be subject forfeiture upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to September 29, 2024 (the "Earnout Period") the volume-weighted average price ("VWAP") 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) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time during the Earnout Period, the VWAP 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) for 30 consecutive trading days, one half (1/2) of the Earnout Shares shall vest. If the Earnout Conditions are not met during the Earnout Period, then the applicable Earnout Shares shall be automatically forfeited. Shares held directly by Index V. Index Venture Associates V Limited ("IVA V") is the managing general partner of Index V and disclaims Section 16 beneficial ownership of such shares except to the to the extent of its pecuniary interest therein, if any. In connection with the Merger, Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. ("Index V Parallel") received 42,994 shares of Common Stock of the Issuer, which includes 4,299 Earnout Shares. The Earnout Shares will no longer be subject forfeiture upon the satisfaction of the Earnout Conditions. Shares held directly by Index V Parallel. IVA V is the managing general partner of Index V Parallel and disclaims Section 16 beneficial ownership of such shares except to the to the extent of its pecuniary interest therein, if any. In connection with the Merger, Yucca (Jersey) SLP ("Yucca") received 67,728 shares of Common Stock of the Issuer, which includes 6,772 Earnout Shares. The Earnout Shares will no longer be subject forfeiture upon the satisfaction of the Earnout Conditions. Shares held directly by Yucca. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index V and Index V Parallel). IVA V disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by IVA V for Section 16 or any other purpose. Index Ventures V (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director 2021-10-08 Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director 2021-10-08 Index Venture Associates V Limited, By: /s/ Luke Aubert, Director 2021-10-08 Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited as Authorised Signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme /s/ Luke Aubert and Lucy Miller, Authorized Signatories 2021-10-08