Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Catalyst Investors Partners IV, L.P.

(Last)

(First)

(Middle)

261 FIFTH AVENUE, SUITE 1102

(Street)

NEW YORK,

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Weave Communications, Inc. [ WEAV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024

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

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

	Form filed by One Reporting Person
X	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)
Common Stock, par value $0.0001 per share	02/23/2024		J⁽¹⁾⁽²⁾⁽³⁾		500,000⁽²⁾⁽³⁾	D	$0⁽²⁾⁽³⁾	8,983,136	I⁽¹⁾	See Footnote⁽¹⁾⁽²⁾⁽³⁾⁽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)

1. Name and Address of Reporting Person^*

Catalyst Investors Partners IV, L.P.

(Last)

(First)

(Middle)

261 FIFTH AVENUE, SUITE 1102

(Street)

NEW YORK,

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Catalyst Investors QP IV, L.P.

(Last)

(First)

(Middle)

261 FIFTH AVENUE, SUITE 1102

(Street)

NEW YORK,

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Catalyst Investors IV, L.P.

(Last)

(First)

(Middle)

261 FIFTH AVENUE, SUITE 1102

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Catalyst Investors Partners IV, L.L.C.

(Last)

(First)

(Middle)

261 FIFTH AVENUE, SUITE 1102

(Street)

NEW YORK,

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Catalyst Investors Partners IV, L.P. (the "CIPIV GP") serves as the general partner of Catalyst Investors IV, L.P. (the "CIIV Fund") and Catalyst Investors QP IV, L.P. (the "CIQP Fund," and, together with the CIIV Fund, the "CI Funds"). Catalyst Investors Partners IV, L.L.C. (the "CIP IV LLC GP," together with CIPIV GP, the CIIV Fund, and the CIQP Fund, the "Reporting Persons") is the general partner of CIPIV GP.

2. As of February 23, 2024 (the "Reporting Date") and after the Pro-Rata Distribution (as defined below), (i) the CIIV Fund holds 445,992 shares of common stock, par value $0.0001 per share (the "Common Stock") of Weave Communications, Inc. (the "Issuer") and (ii) the CIQP Fund holds 8,537,144 shares of the Issuer's Common Stock. On the Reporting Date, and in the aggregate, the Reporting Persons distributed to their respective investors, 500,000 shares of the Issuer's Common Stock on a pro-rata basis for no consideration (the "Pro-Rata Distribution"). [Continued in note 3].

3. The shares of the Issuer's Common Stock referenced in note 2 include 54,714 restricted stock units (the "RSUs") granted to Tyler Newton, a member of the Issuer's board of directors and direct or indirect investor in one or more of the Reporting Persons, their affiliates, or their nominees. Mr. Newton is holding the RSUs for the benefit of one or more of the CI Funds. Of the 54,714 RSUs, 30,358 RSUs have vested, and the balance, 24,356 RSUs, will vest on the earlier of (a) May 24, 2024 and (b) the date of the first annual meeting of the Issuer's stockholders following May 24, 2023. Each RSU, upon vesting, is exchangeable for one share of the Issuer's Common Stock.

4. Mr. Newton separately files with the U.S. Securities and Exchange Commission the statements required pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Act") with respect to his holdings of the Issuer's securities. Each of the Reporting Person's interest in the Issuer's securities is limited to the extent of such Reporting Person's pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents will be deemed to constitute an admission by any Reporting Person, Mr. Newton, or any other person/entity that he or it was, or is, the beneficial owner of any of the Issuer's securities for purposes of Section 16 of the Act, or for any other purpose.

	Catalyst Investors Partners IV, L.P. By: Catalyst Investors Partners IV, L.L.C., its General Partner By: /s/ Brian A. Rich, President	02/27/2024
	Catalyst Investors QP IV, L.P. By: Catalyst Investors Partners IV, L.P., its General Partner By: Catalyst Investors Partners IV, L.L.C., its General Partner By: /s/ Brian A. Rich, President	02/27/2024
	Catalyst Investors IV, L.P. By: Catalyst Investors Partners IV, L.P., its General Partner By: Catalyst Investors Partners IV, L.L.C., its General Partner By: /s/ Brian A. Rich, President	02/27/2024
	Catalyst Investors Partners IV, L.L.C. By: /s/ Brian A. Rich, President	02/27/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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