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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SVF II BG (DE) LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Berkshire Grey, Inc. [ BGRY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	07/20/2023		S⁽¹⁾		65,567,317	D	$1.4⁽¹⁾	0	I	See footnote⁽²⁾

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)

1. Name and Address of Reporting Person^*

SVF II BG (DE) LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF II Aggregator (Jersey) L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED

47 ESPLANADE

(Street)

ST. HELIER

JE1 0BD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last)

(First)

(Middle)

CRESTBRIDGE LIMITED

47 ESPLANADE

(Street)

ST. HELIER

JE1 0BD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SB Global Advisers Ltd

(Last)

(First)

(Middle)

69 GROSVENOR STREET

(Street)

LONDON

W1K 3JP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF II Holdings (DE) LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 24, 2023, by and among the Issuer, SoftBank Group Corp. ("SoftBank") and Backgammon Acquisition Corp., a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of SoftBank. In connection with the Merger, each share of the Issuer's Class A common stock and Class C common stock (subject to certain exceptions) was converted into the right to receive $1.40 per share in cash.

2. SVF II BG (DE) LLC ("SVF II BG") was the record holder of 65,567,317 shares of the Issuer's common stock. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II BG. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II BG.

	SVF II BG (DE) LLC, By: /s/ Jonathan Duckles, as Director	07/20/2023
	SVF II Aggregator (Jersey) L.P., By: /s/ Michael Johnson, as Director of SVF II GP (Jersey) Limited	07/20/2023
	SoftBank Vision Fund II-2 L.P., By: /s/ Alex Clavel, as Director	07/20/2023
	SB Global Advisers Limited, By: /s/ Alex Clavel, as Director	07/20/2023
	SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director	07/20/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Svf Ii Bg (De) Llc