FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wagner Thomas Anderson
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/26/2021 

3. Issuer Name and Ticker or Trading Symbol

Berkshire Grey, Inc. [BGRY]
(Last)        (First)        (Middle)

C/O BERKSHIRE GREY, INC., 140 SOUTH ROAD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Executive Officer /
(Street)

BEDFORD, MA 01730      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 4709752 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)  (2)11/4/2030 Class A Common Stock 2036268 $1.14 D  
Employee Stock Option (right to buy)  (3)11/4/2030 Class A Common Stock 620816 $1.14 D  
Employee Stock Option (right to buy)  (4)12/9/2030 Class A Common Stock 215478 $1.14 D  
Employee Stock Option (right to buy)  (3)12/9/2030 Class A Common Stock 2317441 $1.14 D  

Explanation of Responses:
(1) In connection with the business combination between Berkshire Grey, Inc. (f/k/a Revolution Acceleration Acquisition Corp) (the "Company") and Berkshire Grey Operating Company, Inc. (f/k/a Berkshire Grey, Inc.) ("Legacy Berkshire Grey"), and each share of Legacy Berkshire Grey common stock was converted into the right to receive approximately 5.87585 shares of the Company's Class A Common Stock.
(2) The stock options vest as to 25% of the underlying shares of Class A Common Stock on September 1, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter.
(3) 33.33% of the stock options vested on attainment of a performance milestone on July 21, 2021. The remaining stock options shall vest upon the attainment of certain additional performance milestones.
(4) The stock options vest as to 25% of the underlying shares of Class A Common Stock on December 9, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wagner Thomas Anderson
C/O BERKSHIRE GREY, INC.
140 SOUTH ROAD
BEDFORD, MA 01730
X
Chief Executive Officer

Signatures
/s/ Christian Ehrbar, Attorney in Fact7/30/2021
**Signature of Reporting PersonDate

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