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*
Recchi Alberto

(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)
11/17/2021
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 11/17/2021 J 2,760,000 D (1) 0 I Held by Galileo Founders Holdings, L.P.(2)
Common Stock 11/17/2021 J 653,123 A (1) 653,123(3) I Held by Ampla Capital, LLC(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
Warrant (right to buy) $11.5 11/17/2021 J 3,562,000 (6) 09/29/2026 Common Stock 3,562,000 $11.5 0 I Held by Galileo Founders Holdings, L.P.(2)
Warrant (right to buy) $11.5 11/17/2021 J 500,000 (6) 09/29/2026 Common Stock 500,000 $11.5 0 I Held by Galileo Founders Holdings, L.P.(2)
Warrant (right to buy) $11.5 11/17/2021 J 298,408 (6) 09/29/2026 Common Stock 298,408 $11.5 298,408(5) I Held by Ampla Capital, LLC(4)
Explanation of Responses:
1. On November 17, 2021, Galileo Founders Holdings, L.P. (the "Sponsor") dissolved and effected a pro rata distribution-in-kind to its members, comprising 2,760,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") and 4,062,000 private warrants (the "Distribution").
2. The Reporting Person, through an entity he controls (Ampla Capital, LLC), is a director and officer of the Sponsor. As such, Mr. Recchi may be deemed to have beneficial ownership of the shares held directly by the Sponsor.
3. Represents 653,123 shares of Common Stock received by the Reporting Person in the Distribution. The acquisition of such shares by the Reporting Person is exempt from Section 16 of the Securities Exchange Act of 1934, as amended pursuant to Rule 16a-9 thereunder.
4. The Reporting Person may be deemed to have voting and dispositive power over the securities held by Ampla Capital, LLC, and as such, may be deemed to have beneficial ownership of the securities held directly by Ampla Capital, LLC.
5. Represents 298,408 private warrants to purchase shares of Common Stock received by the Reporting Person in the Distribution. The acquisition of such shares by the Reporting Person is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder.
6. Immediately exercisable.
Remarks:
/s/ Jennifer Walsh, Attorney-in-Fact 11/19/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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