0001209191-21-060181.txt : 20211012
0001209191-21-060181.hdr.sgml : 20211012
20211012123124
ACCESSION NUMBER: 0001209191-21-060181
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: AH Equity Partners III (Parallel), L.L.C.
CENTRAL INDEX KEY: 0001540359
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211318013
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 Parallel Fund III, L.P.
CENTRAL INDEX KEY: 0001540363
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211318017
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 Parallel Fund III-A, L.P.
CENTRAL INDEX KEY: 0001540364
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211318016
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 Parallel Fund III-B, L.P.
CENTRAL INDEX KEY: 0001540366
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211318015
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 Parallel Fund III-Q, L.P.
CENTRAL INDEX KEY: 0001540367
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211318014
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
0001540363
AH Parallel Fund III, L.P.
2865 SAND HILL ROAD
SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001540364
AH Parallel Fund III-A, L.P.
2865 SAND HILL ROAD
SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001540366
AH Parallel Fund III-B, L.P.
2865 SAND HILL ROAD
SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001540367
AH Parallel Fund III-Q, L.P.
2865 SAND HILL ROAD
SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001540359
AH Equity Partners III (Parallel), L.L.C.
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.
AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2021-10-12
AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2021-10-12
AH Parallel Fund III-B, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2021-10-12
AH Parallel Fund III-Q, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2021-10-12
AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Chief Operating Officer
2021-10-12