0001193125-22-041515.txt : 20220214 0001193125-22-041515.hdr.sgml : 20220214 20220214154703 ACCESSION NUMBER: 0001193125-22-041515 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: FORMATION8 GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blend Labs, Inc. CENTRAL INDEX KEY: 0001855747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 455211045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92699 FILM NUMBER: 22630815 BUSINESS ADDRESS: STREET 1: 415 KEARNY ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (650) 550-4810 MAIL ADDRESS: STREET 1: 415 KEARNY ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Formation8 Partners Fund I, L.P. CENTRAL INDEX KEY: 0001543731 IRS NUMBER: 800729799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 510-825-0367 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 d306790dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Blend Labs, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

09352U108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 09352U108

    13G
  1.   

NAMES OF REPORTING PERSONS

 

Formation8 Partners Fund I, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

16,220,511 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

16,220,511 (1)

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,220,511 (1)

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%(2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

(1)

All such shares are held of record by F8 LP (as defined in Item 2(a) below). F8 GP (as defined in Item 2(a) below) is the general partner of F8 LP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP.

(2)

Based on 217,023,030 shares of the Issuer’s Common Stock outstanding as of November 7, 2021, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021 (the “Form 10-Q”).

CUSIP No. 09352U108

    13G
  1.   

NAMES OF REPORTING PERSONS

 

Formation8 GP, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

16,220,511 (1)

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

16,220,511 (1)

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,220,511 (1)

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%(2)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

(1)

All such shares are held of record by F8 LP. F8 GP is the general partner of F8 LP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP.

(2)

Based on 217,023,030 shares of the Issuer’s Common Stock outstanding as of November 7, 2021, as reported by the Issuer in the Form 10-Q.

CUSIP No. 09352U108

    13G

Item 1(a). Name of Issuer:

Blend Labs, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

415 Kearny Street

San Francisco, CA 94108

Item 2(a). Name of Person Filing:

This joint statement on Schedule 13G is being filed by Formation8 Partners Fund I, L.P. (“F8 LP”) and Formation8 GP, LLC (“F8 GP” together with F8 LP, the “Reporting Persons”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2(b) Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each of the Reporting Persons is: 4962 El Camino Real, Suite 212, Los Altos, CA, 94022.

Item 2(c). Citizenship:

F8 GP is a limited liability company organized under the laws of the State of Delaware. F8 LP is a limited partnership organized under the laws of the State of Delaware.

Item 2(d). Title of Class of Securities:

Class A Common Stock, $0.00001 par value per share (“Common Stock”).

Item 2(e). CUSIP Number:

09352U108

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

 

  (a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

 

  (b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

 

  (ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

 

  (iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

  (iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

 

*

Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of F8 LP and the limited liability company agreement of F8 GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of the Group.

Not applicable.

Item 10. Certifications.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.

CUSIP No. 09352U108

    13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

FORMATION8 PARTNERS FUND I, L.P.     FORMATION8 GP, LLC
By:   Formation8 GP, LLC    
By:   /s/ Joe Lonsdale     By:   /s/ Joe Lonsdale
Name:   Joe Lonsdale     Name:   Joe Lonsdale
Title:   Managing Member     Title:   Managing Member
 EX-99.1 2 d306790dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 11, 2022

 

FORMATION8 PARTNERS FUND I, L.P.     FORMATION8 GP, LLC
By:   Formation8 GP, LLC      
By:   /s/ Joe Lonsdale     By:   /s/ Joe Lonsdale
Name:   Joe Lonsdale     Name:   Joe Lonsdale
Title:   Managing Member     Title:   Managing Member