Amended Statement of Beneficial Ownership (sc 13d/a)
March 29 2023 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Berkshire
Grey, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
084656107
(CUSIP Number)
John Demeter
Khosla Ventures
2128
Sand Hill Road
Menlo Park, California 94025
(650) 376-8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 24, 2023
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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).
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CUSIP No. 084656107 |
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13D |
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Page 1 of 3 pages |
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and
Exchange Commission (the SEC) on August 2, 2021 (as amended, the Schedule 13D), relating to the Class A common stock, par value $0.0001 per share (the Class A Common Stock) of Berkshire Grey, Inc.,
a Delaware corporation (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The Merger
On March 24, 2023, the
Issuer entered into an Agreement and Plan of Merger (the Merger Agreement), with SoftBank Group Corp. (SoftBank) and Backgammon Acquisition Corp., a wholly owned subsidiary of SoftBank (Merger Sub), pursuant to
which Merger Sub will merge with and into the Issuer (the Merger), with the Issuer surviving the Merger as a wholly owned subsidiary of SoftBank. On the terms and subject to the conditions set forth in the Merger Agreement, on the date
and at the time at which the Merger becomes effective (the Effective Time), all shares of Class A Common Stock and Class C Common Stock, par value $0.0001, of the Issuer, which shall, at the Effective Time, convert
automatically into Class A Common Stock (the Class C Common Stock, and collectively with the Class A Common Stock, the Common Stock) that are issued and outstanding immediately prior to the Effective Time
(other than (i) shares held by the Issuer as treasury stock or owned by Merger Sub, (ii) shares held by stockholders who have neither voted in favor of the adoption of the Merger Agreement nor consented thereto in writing and who properly
exercised their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, and (iii) restricted shares that have not vested as of the Effective Time) will be converted into the right to receive an amount in
cash equal to $1.40, without interest, subject to applicable withholding taxes. The Merger Agreement was approved unanimously by the Issuers Board of Directors, and the Board of Directors resolved to recommend approval of the Merger Agreement
to the Issuers stockholders.
Voting and Support Agreement
In connection with the execution of the Merger Agreement, KV Seed B, KV Seed B (CF) and KV V (together with certain other stockholders, the
Supporting Stockholders) entered into a voting and support agreement (the Voting Agreement) with the Issuer and SoftBank, pursuant to which the Supporting Stockholders agreed, among other things, to vote, or cause to be
voted, all of the shares of Common Stock beneficially owned by each Supporting Stockholder in favor of (i) the approval of the Merger and certain other related matters and (ii) the adoption of an amendment to the certificate of
incorporation of the Issuer to increase the number of authorized shares of Class A Common Stock to 700,000,000 (the Charter Amendment Approval). In addition, pursuant to the Voting Agreement, each of the Supporting Stockholders
agreed to (A) not transfer their shares prior to the closing of the Merger and (B) a customary non-solicitation, whereby each Supporting Stockholder agreed, among other things, to not solicit,
initiate, or knowingly facilitate or encourage an alternative transaction. The Voting Agreement will terminate automatically at the earlier to occur of (x) the Effective Time and (y) to the extent the Merger Agreement is validly terminated
in accordance with the terms and provisions thereof, such date and time that the Charter Amendment Approval has been adopted and approved by the Issuers stockholders.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Voting Agreement, the form of which is filed as an exhibit and is incorporated herein by reference.
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CUSIP No. 084656107 |
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13D |
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Page 2 of 3 pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Voting Agreement and is incorporated herein by reference. A copy of the form of this
agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except as set forth herein, the
Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or
relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit Number |
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Exhibit Name |
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99.2 |
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Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form
8-K filed with the SEC on March 24, 2023). |
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CUSIP No. 084656107 |
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13D |
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Page 3 of 3 pages |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: March 29, 2023
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KHOSLA VENTURES SEED B, L.P. |
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By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B, L.P. |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Managing Member |
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KHOSLA VENTURES SEED B (CF), L.P. |
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By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B (CF), L.P. |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Managing Member |
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KHOSLA VENTURES SEED ASSOCIATES B, LLC |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Managing Member |
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KHOSLA VENTURES V, L.P. |
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By: Khosla Ventures Associates V, LLC, a Delaware limited liability company and general partner of Khosla Ventures V, L.P. |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Managing Member |
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KHOSLA VENTURES ASSOCIATES V, LLC |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Managing Member |
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VK SERVICES, LLC |
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By: |
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/s/ Vinod Khosla |
Vinod Khosla, Manager |
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/s/ Vinod Khosla |
Vinod Khosla |
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