SEC FORM 4

SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Dunham Benjamin

(Last)

(First)

(Middle)

575 LEXINGTON AVE, 12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WeWork Inc. [ WE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2021

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)

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)
Stock Option (right to buy)	$32.38	10/20/2021		A		8,546		⁽²⁾	06/12/2028	Common Stock	8,546	⁽¹⁾	8,546	D
Stock Option (right to buy)	$46.43	10/20/2021		A		18,401		⁽³⁾	03/29/2029	Common Stock	18,401	⁽¹⁾	18,401	D
Stock Option (right to buy)	$2.55	10/20/2021		A		19,828		⁽⁴⁾	02/10/2030	Common Stock	19,828	⁽¹⁾	19,828	D
Stock Option (right to buy)	$2.51	10/20/2021		A		247,857		⁽⁵⁾	11/18/2030	Common Stock	247,857	⁽¹⁾	247,857	D

Explanation of Responses:

1. On October 20, 2021, (i) BowX Acquisition Corp. ("BowX") consummated a business combination (the "Business Combination") by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation ("Merger Sub"), BowX Merger Subsidiary II, LLC, a Delaware limited liability company ("Merger Sub II") and WeWork Inc., a Delaware corporation ("Legacy WeWork"), (ii) BowX changed its name to "WeWork Inc." and (iii) Merger Sub merged with and into Legacy WeWork (the "First Merger") and the surviving corporation of the First Merger merged with and into Merger Sub II. As part of the Business Combination, each Legacy WeWork stock option was exchanged for a stock option to acquire 0.82619 shares of common stock of WeWork Inc.

2. 20% of the option vested and became exercisable on January 16, 2019, after which 1/60 of the option vests on the 16th of each month through January 16, 2023.

3. The first 10% of the option is fully vested and exercisable. An additional 15% of the option will vest on each of March 16, 2022, March 16, 2023, March 16, 2024 and March 16, 2025. The final 30% of the option will vest on March 16, 2026.

4. One third of the option vested and became exercisable on January 15, 2021, after which 1/12 of the option vests on each April 15, July 15, October 15 and January 15 through January 15, 2023.

5. One third of the option will vest on November 18, 2021, after which 1/12 of the option vests on each February 18, May 18, August 18 and November 18 through November 18, 2023.

Remarks:

	/s/ Benjamin Dunham, by Jared DeMatteis as Attorney-in-Fact	10/22/2021
	** 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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SEC Form 4 filed by Dunham Benjamin