SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE

(Street)

ST. HELIER,

JE1 0BD

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/11/2024		J⁽¹⁾		35,829,976⁽²⁾	D	⁽¹⁾	0	I	By SVF II WW Holdings (Cayman) Limited⁽³⁾
Class A Common Stock	06/11/2024		J⁽¹⁾		101,239⁽²⁾	D	⁽¹⁾	0	I	By SVF II WW (DE) LLC⁽³⁾
Common Stock	06/11/2024		J⁽⁴⁾		6,342,141	A	⁽⁴⁾	6,342,141	I	By SoftBank Vision Fund II-2 L.P.⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽¹⁾	06/11/2024		J⁽¹⁾			723,720	⁽¹⁾	⁽¹⁾	Class A Common Stock	723,720⁽²⁾	⁽¹⁾	0	I	By SVF II WW Holdings (Cayman) Limited⁽³⁾
Warrants	⁽¹⁾	06/11/2024		J⁽¹⁾			126,432	⁽¹⁾	⁽¹⁾	Class A Common Stock	126,432⁽²⁾	⁽¹⁾	0	I	By SVF II WW (DE) LLC⁽³⁾
Warrants	⁽¹⁾	06/11/2024		J⁽¹⁾			298,089	⁽¹⁾	⁽¹⁾	Class A Common Stock	298,089⁽²⁾	⁽¹⁾	0	I	By SVF II WW Holdings (Cayman) Limited⁽³⁾
11.000% Second Lien Exchangeable PIK Notes due 2027	⁽⁵⁾	06/11/2024		J⁽⁵⁾			$187,500,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,904,037⁽²⁾	⁽⁵⁾	$0	I	By SVF II Aggregator (Jersey) L.P.⁽³⁾
12.000% Third Lien Exchangeable PIK Notes due 2027	⁽⁵⁾	06/11/2024		J⁽⁵⁾			$269,625,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,614,006⁽²⁾	⁽⁵⁾	$0	I	By SVF II Aggregator (Jersey) L.P.⁽³⁾
Letters of Credit	⁽⁶⁾	06/11/2024		J⁽⁶⁾		19,318,943		⁽⁶⁾	⁽⁶⁾	Common Stock	19,318,943	⁽⁶⁾	19,318,943	I	By SoftBank Vision Fund II-2 L.P.⁽³⁾

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE

(Street)

ST. HELIER,

JE1 0BD

(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^*

SB Global Advisers Ltd

(Last)

(First)

(Middle)

69 GROSVENOR STREET,

(Street)

LONDON,

W1K 3JP

(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^*

SOFTBANK GROUP CORP.

(Last)

(First)

(Middle)

1-7-1, KAIGAN

(Street)

MINATO-KU TOKYO

105-7537

(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. On November 6, 2023, the Issuer and certain of its direct and indirect subsidiaries (together with the Issuer, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On May 30, 2024, the Bankruptcy Court entered an order confirming the Debtors' Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and its Debtor Subsidiaries (the "Plan"), and on June 11, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. On the Effective Date, all outstanding existing shares of Class A common stock (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, were cancelled and extinguished pursuant to the Plan.

2. Reflects a 1-for-40 reverse stock split effected by the Issuer on September 1, 2023.

3. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.

4. Represents shares of the Issuer's new common stock, par value $0.0001 per share ("Common Stock"), issued to SoftBank Vision Fund II-2 L.P. on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously held by SoftBank Vision Fund II-2 L.P.

5. On the Effective Date, pursuant to the Plan, each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes were cancelled.

6. In connection with drawings in respect of certain letters of credit, the Issuer may transfer to SoftBank Vision Fund II-2 L.P. a number of shares of Common Stock, determined in accordance with a conversion price per share set forth in the Issuer's credit agreement entered into on the Effective Date in connection with the confirmation of the Plan, for a total amount of up to 19,318,943 shares of Common Stock.

	SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director	06/13/2024
	SB Global Advisers Limited, By: /s/ Alex Clavel, as Director	06/13/2024
	SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department	06/13/2024
	** 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).
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