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^*

Wolfe Josh

(Last)

(First)

(Middle)

30-02 48TH AVENUE

(Street)

LONG ISLAND CITY,

11101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Shapeways Holdings, Inc. [ SHPW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021

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)
Common Stock	09/29/2021		A		3,430,000	A	⁽¹⁾⁽²⁾⁽³⁾	3,430,000	I	Held by Lux Ventures III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		381,111	A	⁽¹⁾⁽²⁾⁽³⁾	381,111	I	Held by Lux Ventures III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		2,563,614	A	⁽⁴⁾	2,563,614	I	Held by Lux Co-Invest Opportunities, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		284,846	A	⁽⁴⁾	284,846	I	Held by Lux Co-Invest Opportunities, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		155,400	A	⁽⁵⁾	155,400	I	Held by Lux Ventures Cayman III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		17,267	A	⁽⁵⁾	17,267	I	Held by Lux Ventures Cayman III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		1,633	A	⁽⁶⁾	1,633	I	Held by Lux Ventures III Special Founders Fund, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		181	A	⁽⁶⁾	181	I	Held by Lux Ventures III Special Founders Fund, L.P.⁽⁷⁾⁽⁸⁾
Common Stock	09/29/2021		A		300,000	A	$10	300,000	I	Held by Lux Co-Invest Opportunities, L.P.⁽⁷⁾⁽⁸⁾

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)

Explanation of Responses:

1. In connection with the merger described in that certain Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021 (the "Merger Agreement"), by and among Galileo Acquisition Corp., now known as Shapeways Holdings, Inc. (the "Issuer"), Galileo Acquisition Holdings, Inc. ("Merger Sub"), and Shapeways, Inc. ("Shapeways"), pursuant to which Merger Sub merged with and into Shapeways, with Shapeways surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Reporting Person received (i) 3,430,000 shares of Common Stock in the Issuer and (ii) 381,111 restricted Common Stock of the Issuer (the "Earn-out Shares"). The Earn-out Shares will no longer be subject forfeiture upon the satisfaction

2. of certain share price vesting conditions (the "Earn-out Conditions") as follows: (i) if, at any time prior to September 29, 2024 (the "Earn-out Period") the VWAP (as defined in the Merger Agreement) of the Issuer's Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Transaction Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest; and (ii) if, at any time prior to the Earn-out Period, the VWAP (as defined in the Merger Agreement) of the Issuer's Common Stock equals or exceeds $16.00 per share (as adjusted

3. for stock splits, stock dividends, reorganizations and recapitalizations and similar transactions after the Transaction Date) for 30 consecutive trading days occurring during the period beginning on the Transaction Date and ending on the Expiration Date, one half (1/2) of the Earn-out Shares shall vest. If the Performance Milestones are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. If the Earn-out Conditions are not met during the Earn-out Period, then the applicable Earn-out Shares shall be automatically forfeited. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $8.54 per share.

4. In connection with the Merger, the Reporting Person received (i) 2,563,614 shares of Common Stock in the Issuer and (ii) 284,846 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions.

5. In connection with the Merger, the Reporting Person received (i) 155,400 shares of Common Stock in the Issuer and (ii) 17,267 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions.

6. In connection with the Merger, the Reporting Person received (i) 1,633 shares of Common Stock in the Issuer and (ii) 181 Earn-out Shares. The Earn-out Shares will no longer be subject forfeiture upon the satisfaction of the Earn-out Conditions.

7. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of Lux Ventures III, LP and of Lux Ventures III Special Founders Fund, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. The individual

8. managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein.

	/s/ Jennifer Walsh, Attorney-in-Fact	10/01/2021
	** 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: Wolfe Josh was granted 7,134,052 shares