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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 7/20/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1824734 |
| Issuer Name: Berkshire Grey, Inc. |
| Issuer Trading Symbol: BGRY |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1629794 |
| | Owner Name: New Enterprise Associates 15, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 1954 GREENSPRING DRIVE |
| | Owner Street 2: SUITE 600 |
| | Owner City: TIMONIUM |
| | Owner State: MD |
| | Owner ZIP Code: 21093 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1640033 |
| | Owner Name: NEA 15 GP, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 1954 GREENSPRING DRIVE |
| | Owner Street 2: SUITE 600 |
| | Owner City: TIMONIUM |
| | Owner State: MD |
| | Owner ZIP Code: 21093 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1640031 |
| | Owner Name: NEA Partners 15, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 1954 GREENSPRING DRIVE |
| | Owner Street 2: SUITE 600 |
| | Owner City: TIMONIUM |
| | Owner State: MD |
| | Owner ZIP Code: 21093 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1277631 |
| | Owner Name: BASKETT FOREST |
| Reporting Owner Address: |
| | Owner Street 1: 1954 GREENSPRING DRIVE |
| | Owner Street 2: SUITE 600 |
| | Owner City: TIMONIUM |
| | Owner State: MD |
| | Owner ZIP Code: 21093 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1559827 |
| | Owner Name: Florence Anthony A. Jr. |
| Reporting Owner Address: |
| | Owner Street 1: 5425 WISCONSIN AVENUE, SUITE 800 |
| | Owner Street 2: |
| | Owner City: CHEVY CHASE |
| | Owner State: MD |
| | Owner ZIP Code: 20815 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1630226 |
| | Owner Name: Makhzoumi Mohamad |
| Reporting Owner Address: |
| | Owner Street 1: 2855 SAND HILL ROAD |
| | Owner Street 2: |
| | Owner City: MENLO PARK |
| | Owner State: CA |
| | Owner ZIP Code: 94025 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1237289 |
| | Owner Name: SANDELL SCOTT D |
| Reporting Owner Address: |
| | Owner Street 1: 1954 GREENSPRING DRIVE |
| | Owner Street 2: SUITE 600 |
| | Owner City: TIMONIUM |
| | Owner State: MD |
| | Owner ZIP Code: 21093 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 7/20/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 38,183,023 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F2 |
| Footnotes: |
| Footnote - F1: Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes. |
| Footnote - F2: The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Louis Citron, attorney-in-fact |
| Signature Date: 7/24/23 |
