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).

1. Name and Address of Reporting Person^*

Chen Gerald C.

(Last)

(First)

(Middle)

415 KEARNY ST.

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blend Labs, Inc. [ BLND ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	07/20/2021		C		9,030,775	A	$0.00	9,030,775	I	See footnote⁽¹⁾⁽²⁾
Class A Common Stock	07/20/2021		C		501,708	A	$0.00	501,708	I	See footnote⁽²⁾⁽³⁾
Class A Common Stock	07/20/2021		C		501,708	A	$0.00	501,708	I	See footnote⁽²⁾⁽⁴⁾

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)
Series D Preferred Stock	⁽⁵⁾	07/20/2021		C			8,829,213	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	8,829,213	$0.00	0	I	See footnote⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁵⁾	07/20/2021		C			189,334	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	189,334	$0.00	0	I	See footnote⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽⁵⁾	07/20/2021		C			12,228	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	12,228	$0.00	0	I	See footnote⁽¹⁾⁽²⁾
Class B Common Stock	⁽⁵⁾	07/20/2021		C		9,030,775		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	9,030,775	$0.00	9,030,775	I	See footnote⁽¹⁾⁽²⁾
Class B Common Stock	⁽⁶⁾	07/20/2021		C			9,030,775	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	9,030,775	$0.00	0	I	See footnote⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽⁵⁾	07/20/2021		C			490,511	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	490,511	$0.00	0	I	See footnote⁽²⁾⁽³⁾
Series E Preferred Stock	⁽⁵⁾	07/20/2021		C			10,518	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	10,518	$0.00	0	I	See footnote⁽²⁾⁽³⁾
Series F Preferred Stock	⁽⁵⁾	07/20/2021		C			679	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	679	$0.00	0	I	See footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾	07/20/2021		C		501,708		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	501,708	$0.00	501,708	I	See footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽⁶⁾	07/20/2021		C			501,708	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	0	$0.00	0	I	See footnote⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁵⁾	07/20/2021		C			490,511	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	490,511	$0.00	0	I	See footnote⁽²⁾⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾	07/20/2021		C			10,518	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	10,518	$0.00	0	I	See footnote⁽²⁾⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾	07/20/2021		C			679	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	679	$0.00	0	I	See footnote⁽²⁾⁽⁴⁾
Class B Common Stock	⁽⁵⁾	07/20/2021		C		501,708		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	501,708	$0.00	501,708	I	See footnote⁽²⁾⁽⁴⁾
Class B Common Stock	⁽⁶⁾	07/20/2021		C			501,708	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	0	$0.00	0	I	See footnote⁽²⁾⁽⁴⁾

Explanation of Responses:

1. Shares are held of record by Greylock 15 Limited Partnership ("Greylock 15").

2. Greylock 15 GP LLC ("Greylock LLC") is the general partner of each of Greylock 15, Greylock 15 Principals Limited Partnership ("Greylock Principals"), and Greylock 15-A Limited Partnership ("Greylock 15-A"). The Reporting Person disclaims beneficial ownership of all securities other than those he owns directly, if any, or by virtue of his indirect pro rata interest, as a managing member of Greylock LLC, in the Class A common stock owned by Greylock 15, Greylock Principals, and/or Greylock 15-A.

3. Shares are held of record by Greylock Principals.

4. Shares are held of record by Greylock 15-A.

5. Each share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock was converted into one share of Class B Common Stock prior to the completion of the Issuer's initial public offering of Class A Common Stock.

6. Each share of Class B Common Stock was converted into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

Remarks:

	/s/ Crystal Sumner, Attorney-in-fact	07/22/2021
	** 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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