Sec Form 13G Filing - Neumann Adam filing for WeWork Inc. (WE) - 2021-11-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

WeWork Inc.

(Name of Issuer)

 

Class A common stock, par value US$0.0001 per share

(Title of Class of Securities)

 

96209A 104

(CUSIP Number)

 

October 20, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  

	☐	Rule 13d-1(b)
	☒	Rule 13d-1(c)
	☐	Rule 13d-1(d)

 

*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.

 

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).

 

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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1	NAME OF REPORTING PERSON   WE Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   57,824,821
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   57,824,821
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   57,824,821
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.3%(1)
12	TYPE OF REPORTING PERSON   OO

 

(1)

Based on a quotient obtained by dividing (a) the aggregate number of shares of Class A common stock that are beneficially owned by the Reporting Person as set forth above by (b) 696,492,801 shares of Class A common stock issued and outstanding as of October 20, 2021, as reported by the Issuer on the Current Report Form 8-K filed with the Securities and Exchange Commission on October 26, 2021.

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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1	NAME OF REPORTING PERSON   Adam Neumann
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   20,440,385(1)
	6	SHARED VOTING POWER   57,824,821(2)
	7	SOLE DISPOSITIVE POWER   20,440,385(1)
	8	SHARED DISPOSITIVE POWER   57,824,821(2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   78,265,206
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   11.2%(3)
12	TYPE OF REPORTING PERSON   IN

 

(1)

Consists of 19,896,032 Profits Interest Units, which together with a corresponding number of shares of Class C common stock, may be (a) converted into WeWork Partnership Class A Common Units or (b) exchanged (along with a corresponding number of shares of Class C common stock) for shares of Class A common stock or for cash of an equivalent value.

(2)

Consists of 57,824,821 shares of Class A common stock held of record by WE Holdings LLC. The Reporting Person and Miguel McKelvey are the managing members of WE Holdings LLC. The managing members have shared dispositive power over all of the shares held by WE Holdings LLC and the Reporting Person has sole voting power over all of the shares held by WE Holdings LLC.

(3)

Based on a quotient obtained by dividing (a) the aggregate number of shares of Class A common stock, including Profits Interest Units (along with a corresponding number of shares of Class C common stock) convertible for shares of Class A common stock, which are beneficially owned by the Reporting Person as set forth above by (b) 696,492,801 shares of Class A common stock issued and outstanding as of October 20, 2021, as reported by the Issuer to the Reporting Person, and 19,896,032 Profits Interest Units held of record by the Reporting Person.

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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Item 1.	(a)	NAME OF ISSUER
		WeWork Inc. (the “Company”).
	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
		88 University Place, 10th Floor, New York, NY 10003.
Item 2.	(a)	NAMES OF PERSONS FILING This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:   WE Holdings LLC
		Adam Neumann

 

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

WE Holdings LLC

154 Grand Street

New York, NY 10013

 

Adam Neumann

c/o WeWork Inc.

88 University Place, 10th Floor

New York, NY 10003

 

(c)

CITIZENSHIP

 

WE Holdings LLC—Delaware limited liability company Adam Neumann—United States citizen

 

(d)

TITLE OF CLASS OF SECURITIES

 

Class A common stock, par value US$0.0001 per share (the “Class A common stock”)

 

(e)

CUSIP NUMBER

 

96209A 104

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

Page 5 of 8

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

Not applicable.

 

Item 4.

OWNERSHIP.

 

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All calculations of percentage ownership herein are based on a total of 696,492,801 shares of Class A common stock and 19,896,032 Profits Interest Units as of October 20, 2021, as disclosed on the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021.

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable.

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

  ;

Item 10.

CERTIFICATION

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

 

 

CUSIP No. 96209A 104

SCHEDULE 13G

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of November 8, 2021

 

		WE Holdings LLC
		/s/ Adam Neumann
		Name:	Adam Neumann
		Title:	Managing Member

 

		/s/ Adam Neumann
		Adam Neumann