Close

Form 424B3 WeWork Inc.

May 23, 2022 5:22 PM EDT

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260976
Registration No. 333-264085

Prospectus Supplement No. 4

(to Prospectus dated December 29, 2021)

Prospectus Supplement No. 2

(to Prospectus dated April 15, 2022)

 

 

LOGO

WeWork Inc.

760,765,488 Shares of Class A Common Stock

7,773,333 Warrants to Purchase Class A Common Stock

 

 

This prospectus supplement is a supplement to the prospectus dated December 29, 2021, which forms a part of our Registration Statement on Form S-1 (File No. 333-260976) (as supplemented to date, the “2021 Prospectus”), and the prospectus dated April 15, 2022, which forms a part of our Registration Statement on Form S-1 (File No. 333-264085) (as supplemented to date, the “2022 Prospectus” and, together with the 2021 Prospectus, the “Prospectuses”). This prospectus supplement is not a new registration of securities but is being filed solely to update and supplement the information in the Prospectuses with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered or utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between the information in the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement. The 2021 Prospectus, together with this prospectus supplement, relate to (1) the issuance by us of up to 117,438,299 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), including the shares that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, consisting of the public warrants and the private placement warrants (each as defined in the 2021 Prospectus); and (2) the offer and sale, from time to time, by the selling securityholders identified in the 2021 Prospectus or their permitted transferees, of up to 642,774,807 shares of Class A Common Stock (including shares underlying warrants). The 2022 Prospectus, together with this prospectus supplement, relate to the offer and sale, from time to time, by the selling securityholders identified in the 2022 Prospectus or their permitted transferees, of up to 552,382 shares of Class A Common Stock (including shares underlying warrants) and up to 7,773,333 private placement warrants.

Our Class A Common Stock and warrants are traded on the New York Stock Exchange (“NYSE”) under the symbols “WE” and “WE WS,” respectively. On May 20, 2022, the closing price of our Class A common stock was $6.75 per share, and the closing price of our warrants was $1.35 per share.

 

 

Investing in our securities involves risks. See Risk Factorsin the Prospectuses and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if the Prospectuses or this prospectus supplement are truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is May 23, 2022.


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2022

 

 

WEWORK INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39419   85-1144904

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

575 Lexington Avenue,

New York, NY

  10022
(Address of principal executive offices)   (Zip Code)

(646) 389-3922

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   WE   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock   WE WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item. 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2022, WeWork Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 539,729,850 shares of Class A and Class C common stock of the Company, together representing 74.47% of the voting power of the shares of common stock of the Company as of the close of business on March 21, 2022, the record date for the Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:

 

  1.

To elect nine directors to serve until the 2023 annual meeting and until their successors are elected.

 

  2.

To approve, on a non-binding advisory basis, the 2021 compensation of the Company’s named executive officers.

 

  3.

To approve, on a non-binding advisory basis, the frequency of future stockholder advisory votes on the Company’s named executive officer compensation.

 

  4.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

1. Election of Directors

 

Nominee

   For    Against    Abstain    Broker
Non-Vote

Sandeep Mathrani

   514,122,614    0    3,466,478    22,140,758

Michel Combes

   513,763,482    0    3,825,610    22,140,758

Bruce Dunlevie

   514,264,854    0    3,324,238    22,140,758

Saurabh Jalan

   514,738,424    0    2,850,668    22,140,758

Véronique Laury

   514,961,551    0    2,627,541    22,140,758

Deven Parekh

   515,026,925    0    2,562,167    22,140,758

Vivek Ranadivé

   515,044,239    0    2,544,853    22,140,758

Kirthiga Reddy

   514,131,235    0    3,457,857    22,140,758

Jeffrey “Jeff” Sine

   514,338,511    0    3,250,581    22,140,758

Based on the votes set forth above, each director nominee was duly elected to serve until the 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

493,974,867   21,143,579   2,470,646   22,140,758

Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2021.


3. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

1-Year

 

2-Year

 

3-year

 

Abstain

 

Broker Non-Votes

513,664,734   138,485   105,894   3,679,979   22,140,758

Based on the result of this proposal, the Compensation Committee of the Board of Directors of the Company has determined to hold annual advisory votes on executive compensation until the next required vote on the frequency of future advisory votes to approve executive compensation.

4. Ratification of Appointment of Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstain

537,895,245

  228,934   1,603,671

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2022.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WEWORK INC.
    By:  

/s/ Jared DeMatteis

Date: May 23, 2022     Name:   Jared DeMatteis
    Title:   Chief Legal Officer


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings