0000899243-21-039702.txt : 20211008
0000899243-21-039702.hdr.sgml : 20211008
20211008163318
ACCESSION NUMBER: 0000899243-21-039702
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210929
FILED AS OF DATE: 20211008
DATE AS OF CHANGE: 20211008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yucca (Jersey) SLP
CENTRAL INDEX KEY: 0001591294
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211315679
BUSINESS ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WG
BUSINESS PHONE: 44-0-1534-833400
MAIL ADDRESS:
STREET 1: NO. 1 SEATON PLACE
CITY: ST. HELIER
STATE: Y9
ZIP: Y9 JE48YJ
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.
CENTRAL INDEX KEY: 0001611750
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211315680
BUSINESS ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
BUSINESS PHONE: 44 0 1534-504000
MAIL ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Venture Associates V Ltd
CENTRAL INDEX KEY: 0001611751
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211315678
BUSINESS ADDRESS:
STREET 1: 44 ESPLANADE
CITY: ST. HELIER, CHANNEL ISLANDS
STATE: Y9
ZIP: JE1 3FG
BUSINESS PHONE: 44 0 1534-504000
MAIL ADDRESS:
STREET 1: 44 ESPLANADE
CITY: ST. HELIER, CHANNEL ISLANDS
STATE: Y9
ZIP: JE1 3FG
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Index Ventures V (Jersey), L.P.
CENTRAL INDEX KEY: 0001611775
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39092
FILM NUMBER: 211315681
BUSINESS ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
BUSINESS PHONE: 44 0 1534-504000
MAIL ADDRESS:
STREET 1: OGIER HOUSE
STREET 2: THE ESPLANADE
CITY: ST. HELIER
STATE: Y9
ZIP: JE4 9WC
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
0001611775
Index Ventures V (Jersey), L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER
Y9
JE1 3FG
JERSEY
0
0
1
0
0001611750
Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER
Y9
JE1 3FG
JERSEY
0
0
1
0
0001591294
Yucca (Jersey) SLP
5TH FLOOR, 44 ESPLANADE
ST. HELIER
Y9
JE1 3FG
JERSEY
0
0
1
0
0001611751
Index Venture Associates V Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER
Y9
JE1 3FG
JERSEY
0
0
1
0
Common Stock
5307737
D
Common Stock
42994
I
By Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.
Common Stock
67728
I
By Yucca (Jersey) SLP
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").
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.
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.
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.
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.
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.
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.
Index Ventures V (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director
2021-10-08
Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates V Limited, as Managing General Partner, By: /s/ Luke Aubert, Director
2021-10-08
Index Venture Associates V Limited, By: /s/ Luke Aubert, Director
2021-10-08
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
2021-10-08