Sec Form 13D Filing - Benchmark Capital Management Co. VII L.L.C. filing for WeWork Inc. (WE) - 2023-08-16

The remainder of this cover page shall be filled out for a reporting person’s 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.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Benchmark Capital Partners VII (AIV), L.P. (“BCP AIV”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

7,737,465 shares of Class A Common Stock of Issuer (“Common Stock”), except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP AIV, may be deemed to have sole power to vote these shares, and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), and Mitchell H. Lasky (“Lasky”), the managing members of BCMC VII, may be deemed to have shared power to vote these shares.

  SHARED VOTING POWER

  See response to row 7.

  SOLE DISPOSITIVE POWER

7,737,465 shares of Common Stock, except that BCMC VII, the general partner of BCP AIV, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

  See response to row 9.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  7,737,465

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.4%

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Benchmark Founders’ Fund VII, L.P. (“BFF VII”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

859,329 shares of Common Stock, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to vote of these shares.

  SHARED VOTING POWER

  See response to row 7.

  SOLE DISPOSITIVE POWER

859,329 shares of Common Stock, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, t he managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

  See response to row 9.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  859,329

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  Less than 0.1%

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

1,138,860 shares of Common Stock, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to vote of these shares.

  SHARED VOTING POWER

  See response to row 7.

  SOLE DISPOSITIVE POWER

1,138,860 shares of Common Stock, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

  See response to row 9.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,138,860

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.1%

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Benchmark Capital Management Co. VII, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to vote of these shares.

  SHARED VOTING POWER

  See response to row 7.

  SOLE DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, and Lasky, the managing members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  SHARED DISPOSITIVE POWER

  See response to row 9.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  OO

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Matthew R. Cohler

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Cohler, a managing member of BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Cohler, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Bruce W. Dunlevie

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,015,052 shares of Common Stock.

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Dunlevie, a managing member BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  1,015,052 shares of Common Stock.

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Dunlevie, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,750,706

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Peter H. Fenton

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Fenton, a managing member of BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Fenton, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  J. William Gurley

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Gurley, a managing member of BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Gurley, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Kevin R. Harvey

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Harvey, a managing member of BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Harvey, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  Mitchell H. Lasky

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S. Citizen

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Lasky, a managing member of BCMC VII, may be deemed to have shared power to vote these shares.

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

9,735,654 shares of Common Stock, of which 7,737,465 are directly owned by BCP AIV, 859,329 are directly owned by BFF VII and 1,138,860 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP AIV, BFF VII and BFF VII-B. Lasky, a managing member of BCMC VII, may be deemed to have shared power to dispose of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,735,654

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  0.5%

  TYPE OF REPORTING PERSON

  IN

Interest in Securities of the Issuer.

See Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 2,110,280,756 shares of Class A Common Stock outstanding as of August 7, 2023, as reported in the Issuer’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023.

See Rows 7, 8, 9, and 10 for each Reporting Person.

Information with respect to all transactions in the shares of Class A Common Stock effected within the last 60 days by the Reporting Persons is set forth in Annex I of this Schedule 13D.

Not applicable.

As previously disclosed, BCP AIV, for itself and as nominee for BFF VII and BFF VII-B, are a party to that certain Amended and Restated Stockholders Agreement dated May 5, 2023 by and among the Issuer, SVF Endurance (Cayman) Limited (“SVF 1”) and SVF II WW Holdings (Cayman) Limited (together with SVF 1, the “Other Parties”). Following the transactions reported in Item 5(c) above, BCP AIV no longer has the right to designate a nominee to the Issuer’s board of directors under the Amended and Restated Stockholders Agreement, and as such, the Reporting Persons on this Schedule 13D no longer may be deemed to be members of a “group”, as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties.

Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

Reporting Person Who Effected

The Transaction

Nature of

Transaction

Where and

How the

Transaction

was

Effected

BCP AIV

Sale of Class A

Common Stock

Open market sale on

NYSE

BFF VII

Sale of Class A

Common Stock

Open market sale on

NYSE

BFF VII-B

Sale of Class A

Common Stock

Open market sale on

NYSE

BCP AIV

Sale of Class A

Common Stock

Open market sale on

NYSE

BFF VII

Sale of Class A

Common Stock

Open market sale on

NYSE

BFF VII-B

Sale of Class A

Common Stock

Open market sale on

NYSE