| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Weave Communications, Inc. [ WEAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/22/2024 | A | 17,881(1)(2) | A | $0 | 8,945,557 | I | See Note 3(3) | ||
| Common Stock | 05/22/2024 | A | 1,502(1)(2) | A | $0 | 717,603 | I | See Note 4(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) | 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents a total of 19,383 restricted stock units (the "RSUs") granted to David Silverman, a managing partner at Crosslink Capital, Inc. ("Crosslink") and a manager of Crosslink Capital Management, LLC ("CCM") as a director of the Issuer. Each RSU represents the right to receive one share of the Issuer's Common Stock upon vesting. The RSUs will vest in full on the earlier of (i) May 22, 2025, and (ii) the date of the first annual meeting of the Issuer's stockholders following May 22, 2024, and 19,383 share of Common Stock will be issued to private investment funds for which Crosslink or CCM serves as the investment adviser (the "Funds"). Such grant is exempt from Section 16(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(d). |
| 2. Crosslink, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Mr. Silverman to be appointed to the Issuer's board of directors in October 2015. Pursuant to an agreement between Crosslink and Mr. Silverman, Mr. Silverman has agreed to pay Crosslink or its nominee all of his director compensation and has instructed the Issuer to pay all such compensation directly to Crosslink or its nominee. Accordingly, the Funds are the direct holders of the RSUs. |
| 3. Certain of the Funds advised by Crosslink hold these securities directly for the benefit of their investors. These securities may be deemed to be beneficially owned indirectly by Crosslink as the investment adviser to those Funds and by Mr. Stark as the control person of Crosslink. |
| 4. The securities are held directly by a Fund advised by CCM for the benefit of its investors. These securities may be deemed to be beneficially owned indirectly by CCM as the investment adviser to that Fund. |
| Remarks: |
| The reporting persons are Crosslink Capital, Inc. ("Crosslink"), Crosslik Capital Management, LLC ("CCM"), and Michael J. Stark. Crosslink is the investment adviser to certain Funds. Crosslink is filing this report on behalf of itself and the other reporting persons. The reporting persons are filing this Form 4 jointly, but not as a group. Crosslink and CCM are related entities and may constitute a group within the meaning of Rule 13d-5(b) under the Securities and Exchange Act of 1934. Each other reporting person expressly disclaims membership in a group. The reporting persons disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. |
| /s/ Mihaly Szigeti, CCO | 05/24/2024 | |
| ** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.