Steven Jay Johnson - Jul 20, 2023 Form 4 Insider Report for Berkshire Grey, Inc. (BGRY)

Role: President & Chief Operating Officer
Signature: /s/ Christian Ehrbar, Attorney-in-Fact
Stock symbol: BGRY
Transactions as of: Jul 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/24/2023, 05:27 PM
Previous filing: Jul 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BGRY	Class A Common Stock	Disposed to Issuer		-5.98M	-100%		0	Jul 20, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven Jay Johnson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes 2,772,194 shares of unvested restricted stock, which consisted of 437,718 shares of restricted stock subject to time-based vesting and 2,334,476 shares of restricted stock subject to performance-based vesting. Each restricted share of Issuer common stock that was unvested immediately prior to the effective time of the Merger (as defined below) was cancelled and converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes, subject to certain terms and conditions in the Merger Agreement (as defined below).
F2	Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes.

Content

Includes 2,772,194 shares of unvested restricted stock, which consisted of 437,718 shares of restricted stock subject to time-based vesting and 2,334,476 shares of restricted stock subject to performance-based vesting. Each restricted share of Issuer common stock that was unvested immediately prior to the effective time of the Merger (as defined below) was cancelled and converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes, subject to certain terms and conditions in the Merger Agreement (as defined below).

Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes.

Remarks:

President & Chief Operating Officer