Statement of Changes in Beneficial Ownership (4)
July 23 2021 - 4:20PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
*
RAAC Management LLC |
2. Issuer Name and Ticker or Trading Symbol
Berkshire Grey, Inc.
[
BGRY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
1717 RHODE ISLAND AVENUE, NW 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2021 |
(Street)
WASHINGTON,, DC 20036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 7/21/2021 | | C | | 3735333 | A | (1) | 3735333 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B common stock | (1) | 7/21/2021 | | C | | | 3735333 | (1) | (1) | Class A common stock | 3735333 | (1) | 0 | D (2) | |
Explanation of Responses: |
(1) | On July 21, 2021, the issuer consummated its initial business combination (the "Business Combination"). In connection with and at the time of the closing of the Business Combination, each share of Class B common stock of the issuer automatically converted into one share of Class A common stock of the issuer. |
(2) | RAAC Management LLC ("Sponsor") is the record holder of the shares of Class B common stock reported herein. The members of Sponsor are Acceleration Capital Management LLC ("ACM") and Revolution Special Opportunities LLC ("RSO"). John K. Delaney is the managing member of ACM. Stephen M. Case is the managing member of RSO. The members of Sponsor elect and remove its managers. As a result of the foregoing, each of ACM, RSO and Mr. Case may be deemed to beneficially own shares held by Sponsor. Each of ACM, RSO and Mr. Case disclaims beneficial ownership of the shares held by Sponsor, except to the extent of such person's pecuniary interest therein. |
Remarks: These reporting persons' statuses as ten percent owners ceased on July 21, 2021. Mr. Case's status as a director ceased on July 21, 2021. Prior to the Business Combination, on the basis of the relationship between Sponsor, Mr. Delaney, Mr. Case, ACM and RSO, each of Sponsor, ACM and RSO may have been deemed to be directors by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The statuses of Sponsor, ACM and RSO as potential directors by deputization ceased on July 21, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RAAC Management LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC 20036 |
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| See Remarks |
Acceleration Capital Management, LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC 20036 |
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| See Remarks |
Revolution Special Opportunities LLC 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC 20036 |
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| See Remarks |
CASE STEPHEN M 1717 RHODE ISLAND AVENUE, NW 10TH FLOOR WASHINGTON,, DC 20036 |
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| See Remarks |
Signatures
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RAAC Management LLC, by: /s/ John K. Delaney, Authorized Signatory | | 7/23/2021 |
**Signature of Reporting Person | Date |
Acceleration Capital Management LLC, by: /s/ John K. Delaney, Authorized Signatory | | 7/23/2021 |
**Signature of Reporting Person | Date |
/s/ John K. Delaney, as attorney-in-fact for Revolution Special Opportunities LLC | | 7/23/2021 |
**Signature of Reporting Person | Date |
/s/ John K. Delaney, as attorney-in-fact for Stephen M. Case | | 7/23/2021 |
**Signature of Reporting Person | Date |
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