| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Berkshire Grey, Inc. [ BGRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock | 07/21/2021 | C | 3,735,333 | A | (1) | 3,735,333 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B common stock | (1) | 07/21/2021 | C | 3,735,333 | (1) | (1) | Class A common stock | 3,735,333 | (1) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On July 21, 2021, the issuer consummated its initial business combination (the "Business Combination"). In connection with and at the time of the closing of the Business Combination, each share of Class B common stock of the issuer automatically converted into one share of Class A common stock of the issuer. |
| 2. RAAC Management LLC ("Sponsor") is the record holder of the shares of Class B common stock reported herein. The members of Sponsor are Acceleration Capital Management LLC ("ACM") and Revolution Special Opportunities LLC ("RSO"). John K. Delaney is the managing member of ACM. Stephen M. Case is the managing member of RSO. The members of Sponsor elect and remove its managers. As a result of the foregoing, each of ACM, RSO and Mr. Case may be deemed to beneficially own shares held by Sponsor. Each of ACM, RSO and Mr. Case disclaims beneficial ownership of the shares held by Sponsor, except to the extent of such person's pecuniary interest therein. |
| Remarks: |
| These reporting persons' statuses as ten percent owners ceased on July 21, 2021. Mr. Case's status as a director ceased on July 21, 2021. Prior to the Business Combination, on the basis of the relationship between Sponsor, Mr. Delaney, Mr. Case, ACM and RSO, each of Sponsor, ACM and RSO may have been deemed to be directors by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The statuses of Sponsor, ACM and RSO as potential directors by deputization ceased on July 21, 2021. |
| RAAC Management LLC, by: /s/ John K. Delaney, Authorized Signatory | 07/23/2021 | |
| Acceleration Capital Management LLC, by: /s/ John K. Delaney, Authorized Signatory | 07/23/2021 | |
| /s/ John K. Delaney, as attorney-in-fact for Revolution Special Opportunities LLC | 07/23/2021 | |
| /s/ John K. Delaney, as attorney-in-fact for Stephen M. Case | 07/23/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||