Filing Details
- Accession Number:
- 0001193125-22-073519
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-10 19:00:00
- Filed By:
- Sb Global Advisers Ltd
- Company:
- Wework Inc.
- Filing Date:
- 2022-03-11
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
SVF II WW Holdings (Cayman) Limited | 0 | 349,247,299 | 0 | 349,247,299 | 349,247,299 | 44.3% |
SVF II WW (DE) | 0 | 370,277,759 | 0 | 370,277,759 | 370,277,759 | 45.9% |
SVF II Holdings (DE) | 0 | 370,277,759 | 0 | 370,277,759 | 370,277,759 | 45.9% |
SVF II Aggregator (Jersey) | 0 | 370,277,759 | 0 | 370,277,759 | 370,277,759 | 45.9% |
SoftBank Vision Fund II | 0 | 370,277,759 | 0 | 370,277,759 | 370,277,759 | 45.9% |
SB Global Advisers Limited | 0 | 370,277,759 | 0 | 370,277,759 | 370,277,759 | 45.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WeWork Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
96209A104
(CUSIP Number)
SB Global Advisers Limited
Attn: Spencer Collins
69 Grosvenor St
Mayfair, London W1K 3JP
44 0207 629 0431
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 1, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 on 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. 96209A104 | 13D | Page 1 of 10 pages |
1 | Names of Reporting Persons
SVF II WW Holdings (Cayman) Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
349,247,299 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
349,247,299 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
349,247,299 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
44.3% | |||||
14 | Type of Reporting Person
CO |
CUSIP No. 96209A104 | 13D | Page 2 of 10 pages |
1 | Names of Reporting Persons
SVF II WW (DE) LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
370,277,759 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
370,277,759 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
370,277,759 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
45.9% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 96209A104 | 13D | Page 3 of 10 pages |
1 | Names of Reporting Persons
SVF II Holdings (DE) LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
370,277,759 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
370,277,759 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
370,277,759 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
45.9% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 96209A104 | 13D | Page 4 of 10 pages |
1 | Names of Reporting Persons
SVF II Aggregator (Jersey) L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
370,277,759 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
370,277,759 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
370,277,759 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
45.9% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 96209A104 | 13D | Page 5 of 10 pages |
1 | Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
370,277,759 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
370,277,759 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
370,277,759 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
45.9% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 96209A104 | 13D | Page 6 of 10 pages |
1 | Names of Reporting Persons
SB Global Advisers Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
England and Wales |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
370,277,759 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
370,277,759 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
370,277,759 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
45.9% | |||||
14 | Type of Reporting Person
CO |
CUSIP No. 96209A104 | 13D | Page 7 of 10 pages |
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on November 1, 2021 (as amended to date, the Schedule 13D) with respect to the shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), of WeWork Inc., a Delaware corporation (the Issuer). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:
Item 4 below describes the Share Acquisition and the Warrant Acquisition, and is incorporated herein by reference.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
Share and Warrant Acquisitions
On March 1, 2022, SVF II WW (DE) LLC acquired 4,049,587 shares of Class A Common Stock from a third party. SVF II WW (DE) LLC issued limited liability company interests in exchange for these securities at an assumed value of $6.40 per share (the Share Acquisition).
On March 2, 2022, SVF II WW (DE) LLC acquired warrants to purchase 11,923,567 shares of Class A Common Stock (the Second Warrants) from a third party. The Second Warrants are currently exercisable, have an exercise price of $0.01 per share, and expire on December 6, 2031. SVF II WW (DE) LLC purchased the Second Warrants for $6.25 per share, for an aggregate purchase price of $74,522,294 (the Warrant Acquisition). SVF II WW (DE) LLC used cash on hand for the Warrant Acquisition.
CUSIP No. 96209A104 | 13D | Page 8 of 10 pages |
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 760,213,106 shares of Class A Common Stock outstanding as of February 2, 2022, based on the Issuers Prospectus Supplement No. 1 on Form 424B3 filed with the SEC on February 2, 2022:
Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
SVF II WW Holdings (Cayman) Limited | 349,247,299 | 44.3 | % | 0 | 349,247,299 | 0 | 349,247,299 | |||||||||||||||||
SVF II WW (DE) LLC | 370,277,759 | 45.9 | % | 0 | 370,277,759 | 0 | 370,277,759 | |||||||||||||||||
SVF II Holdings (DE) LLC | 370,277,759 | 45.9 | % | 0 | 370,277,759 | 0 | 370,277,759 | |||||||||||||||||
SVF II Aggregator (Jersey) L.P. | 370,277,759 | 45.9 | % | 0 | 370,277,759 | 0 | 370,277,759 | |||||||||||||||||
SoftBank Vision Fund II-2 L.P. | 370,277,759 | 45.9 | % | 0 | 370,277,759 | 0 | 370,277,759 | |||||||||||||||||
SB Global Advisers Limited | 370,277,759 | 45.9 | % | 0 | 370,277,759 | 0 | 370,277,759 |
SVF II WW Holdings (Cayman) Limited is the record holder of 320,298,461 shares of Class A Common Stock and may be deemed to beneficially own 28,948,838 shares of Class A Common Stock issuable upon exercise of the First Warrant. SVF II WW (DE) LLC is the record holder of 4,049,587 shares of Class A Common Stock, and may be deemed to beneficially own 5,057,306 shares of Class A Common Stock issuable upon exercise of the Penny Warrants and 11,923,567 shares of Class A Common Stock issuable upon exercise of the Second Warrants.
SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited.
In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Stockholder Members may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by the group members and their affiliates and such shares are not the subject of this Schedule 13D.
CUSIP No. 96209A104 | 13D | Page 9 of 10 pages |
(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
(d) | None. |
(e) | Not applicable. |
CUSIP No. 96209A104 | 13D | Page 10 of 10 pages |
SIGNATURES
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.
Date: March 11, 2022
SVF II WW Holdings (Cayman) Limited | ||
By: | /s/ Karen Ellerbe | |
Name: | Karen Ellerbe | |
Title: | Director | |
SVF II WW (DE) LLC | ||
By: | /s/ Matthew Johnson | |
Name: | Matthew Johnson | |
Title: | Director | |
SVF II Holdings (DE) LLC | ||
By: | /s/ Matthew Johnson | |
Name: | Matthew Johnson | |
Title: | Director | |
SVF II Aggregator (Jersey) L.P. | ||
By: | /s/ Spencer Collins | |
Name: | Spencer Collins | |
Title: | General Counsel | |
SoftBank Vision Fund II-2 L.P. | ||
By: SB Global Advisers Limited, its Manager | ||
By: | /s/ Spencer Collins | |
Name: | Spencer Collins | |
Title: | Director | |
SB Global Advisers Limited | ||
By: | /s/ Spencer Collins | |
Name: | Spencer Collins | |
Title: | Director |