Mark L. Fidler - Jul 20, 2023 Form 4 Insider Report for Berkshire Grey, Inc. (BGRY)

Role
Chief Financial Officer
Signature
/s/ Christian Ehrbar, Attorney-in-Fact
Stock symbol
BGRY
Transactions as of
Jul 20, 2023
Transactions value $
-$645,647
Form type
4
Date filed
7/24/2023, 05:27 PM
Previous filing
Jul 30, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BGRY Employee Stock Option (right to buy) Disposed to Issuer -$646K -2.48M -100% $0.26 0 Jul 20, 2023 Class A Common Stock 2.48M $1.14 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark L. Fidler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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"). This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on September 1, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $645,646.56, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).