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^*

Newton Tyler

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2024

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)
Common Stock, par value $0.0001 per share	09/05/2024		J⁽¹⁾⁽³⁾		500,000⁽²⁾⁽³⁾	D	$0⁽²⁾⁽³⁾	6,123,173	I⁽¹⁾	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	09/05/2024		J⁽¹⁾		14,291	A	$0⁽²⁾⁽³⁾	6,137,464	D⁽¹⁾⁽⁵⁾

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)

Explanation of Responses:

1. Tyler Newton (the "Reporting Person") is a member of Weave Communications, Inc.'s (the "Issuer's") board of directors. In addition, the Reporting Person is a direct and/or indirect investor in Catalyst Investors Partners IV, L.L.C. (the "CI LLC GP"), 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.P. (the "CIPIV GP") serves as the general partner of each of the CI Funds. The CI LLC GP (together with the CIPIV GP, the CIIV Fund, and the CIQP Fund, the "CI Entities") is the general partner of CIPIV GP.

2. As of September 5, 2024 (the "Reporting Date") and after the Pro-Rata Distribution (as defined below), (i) the CIIV Fund holds 295,182 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Issuer and (ii) the CIQP Fund holds 5,707,337 shares of the Issuer's Common Stock. On the Reporting Date, and in the aggregate, the CI Entities 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"). [Continues in note 3].

3. The shares of the Issuer's Common Stock referenced in note 2 include 74,097 restricted stock units (the "RSUs") granted to the Reporting Person. The Reporting Person is holding the RSUs for the benefit of one or more of the CI Funds. Of the 74,097 RSUs, 54,714 RSUs have vested, and the balance, 19,383 RSUs, will vest on the earlier of (a) May 22, 2025 and (b) the date of the first annual meeting of the Issuer's stockholders following May 22, 2024. Each RSU, upon vesting, is exchangeable for one share of the Issuer's Common Stock.

4. As a result of the Pro Rata Distribution and as of the Reporting Date, the Reporting Person directly holds 134,945 shares of the Issuer's Common Stock.

5. Each CI Entity previously separately filed 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 its holdings of the Issuer's securities. However, prior to the Reporting Date, in the aggregate, the CI Entity's no longer beneficially hold in excess of 10% of the outstanding shares of the Issuer's Common Stock. The Reporting Person's interest in the Issuer's securities is limited to the extent of the 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, the CI Entities, 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.

	/s/ Tyler Newton	09/09/2024
	** 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).
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