SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Index Ventures V (Jersey), L.P. (Last) (First) (Middle) 5TH FLOOR, 44 ESPLANADE (Street) ST. HELIER Y9 JE1 3FG (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2021	3. Issuer Name and Ticker or Trading Symbol Shapeways Holdings, Inc. [ SHPW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,307,737(1)(2)	D(3)
Common Stock	42,994(4)(2)	I	By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.(5)
Common Stock	67,728(6)(2)	I	By Yucca (Jersey) SLP(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Index Ventures V (Jersey), L.P. (Last) (First) (Middle) 5TH FLOOR, 44 ESPLANADE (Street) ST. HELIER Y9 JE1 3FG (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. (Last) (First) (Middle) 5TH FLOOR, 44 ESPLANADE (Street) ST. HELIER Y9 JE1 3FG (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Yucca (Jersey) SLP (Last) (First) (Middle) 5TH FLOOR, 44 ESPLANADE (Street) ST. HELIER Y9 JE1 3FG (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Index Venture Associates V Ltd (Last) (First) (Middle) 5TH FLOOR, 44 ESPLANADE (Street) ST. HELIER Y9 JE1 3FG (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	Index Ventures V (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director	10/08/2021
	Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director	10/08/2021
	Index Venture Associates V Limited, By: /s/ Luke Aubert, Director	10/08/2021
	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	10/08/2021
	** Signature of Reporting Person	Date
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