0001209191-21-060180.txt : 20211012 0001209191-21-060180.hdr.sgml : 20211012 20211012122952 ACCESSION NUMBER: 0001209191-21-060180 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211012 DATE AS OF CHANGE: 20211012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Marc L CENTRAL INDEX KEY: 0001160077 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211317999 MAIL ADDRESS: STREET 1: C/O ARNOLD & PORTER LLP STREET 2: 3 EMBARCADERO CENTER 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ANDREESSEN MARC L DATE OF NAME CHANGE: 20010925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOROWITZ BENJAMIN A CENTRAL INDEX KEY: 0001166586 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211317995 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD #101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund III-Q, L.P. CENTRAL INDEX KEY: 0001540245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211317996 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund III, L.P. CENTRAL INDEX KEY: 0001540352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211318001 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund III-B, L.P. CENTRAL INDEX KEY: 0001540353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211317997 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund III-A, L.P. CENTRAL INDEX KEY: 0001540355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211317998 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners III, L.L.C. CENTRAL INDEX KEY: 0001540361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39092 FILM NUMBER: 211318000 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 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 0001540352 Andreessen Horowitz Fund III, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540361 AH Equity Partners III, L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001160077 Andreessen Marc L 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540355 Andreessen Horowitz Fund III-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540353 Andreessen Horowitz Fund III-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540245 Andreessen Horowitz Fund III-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001166586 HOROWITZ BENJAMIN A 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 Common Stock 4500136 I By Andreessen Horowitz Fund III, L.P. Common Stock 488904 I By Andreessen Horowitz Fund III, L.P. Common Stock 283881 I By AH Parallel Fund III, L.P. Common Stock 31542 I By AH Parallel Fund III, L.P. In connection with the merger (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., and Shapeways, Inc., Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), received 4,400,136 shares of Common Stock in the Issuer and AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel III Entities"), received 283,881 shares of Common Stock in the Issuer. (Continued from Footnote 1) Additionally, the AH Fund III Entities received 488,904 restricted Common Stock of the Issuer and the AH Parallel III Entities received 31,542 restricted Common Stock of the Issuer (collectively, the "Earn-out Shares"). The Earn-out Shares are subject to certain vesting and forfeiture conditions on the terms set forth in the Merger Agreement. Concurrently with the closing of the Merger, the AH Fund III Entities acquired 100,000 shares of the Issuer's Common Stock pursuant to a subscription agreement entered into with the Issuer. The reported securities are held by AH Fund III Entities. AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The managing members of AH EP III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by AH Parallel III Entities. AH Equity Partners III (Parallel), L.L.C. ("AH EP Parallel III") is the general partner of the AH Parallel III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel III Entities. The managing members of AH EP Parallel III are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund III-A, L.P., AH Parallel Fund III-B L.P., AH Parallel Fund III-Q, L.P., AH Equity Partners III, L.L.C., AH Equity Partners III (Parallel), L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Andreessen Horowitz Fund III, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-10-12 AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-10-12 /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen 2021-10-12 Andreessen Horowitz Fund III-A, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-10-12 Andreessen Horowitz Fund III-B, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-10-12 Andreessen Horowitz Fund III-Q, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-10-12 /s/ Scott Kupor, Attorney-in-Fact for Benjamin A. Horowitz 2021-10-12