Bessemer Venture Partners VIII Form 4/A Change in insider ownership (amended)

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^*

Bessemer Venture Partners VIII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Winc, Inc. [ WBEV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11/15/2021		C⁽¹⁾		1,633,905⁽²⁾	D	⁽¹⁾	1,633,905	I	See footnotes⁽²⁾⁽³⁾⁽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)
Series Seed Preferred Stock	⁽¹⁾	11/15/2021		C⁽¹⁾			161,824	⁽¹⁾	⁽¹⁾	Common Stock	161,824	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	11/15/2021		C⁽¹⁾			744,732	⁽¹⁾	⁽¹⁾	Common Stock	744,732	$0.00	0	I	See footnotes⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	11/15/2021		C⁽¹⁾			524,809	⁽¹⁾	⁽¹⁾	Common Stock	524,809	$0.00	0	I	See footnotes⁽³⁾⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁾	11/15/2021		C⁽¹⁾			202,540	⁽¹⁾	⁽¹⁾	Common Stock	202,540	$0.00	0	I	See footnotes⁽³⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VIII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VIII Institutional L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Deer VIII & Co. Ltd.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Deer VIII & Co. L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GoBlue Ventures LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wahoowa Ventures LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

15 Angels II LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering, each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock on a 1:1 basis. The Preferred Stock had no expiration date.

2. After giving effect to the reported conversion Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), 15 Angels II LLC ("15 Angels"), GoBlue Ventures LLC ("GoBlue") and Wahoowa Ventures LLC ("Wahoowa") own 461,482 shares of Common Stock, 498,780 shares of Common Stock, 158,297 shares of Common Stock and 515,346 shares of Common Stock, respectively.

3. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of (a) Bessemer VIII Institutional, which is the sole member of 15 Angels and GoBlue and (b) Bessemer Venture Partners VIII L.P., which is the sole member of Wahoowa. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by Bessemer VIII Institutional, 15 Angels, GoBlue, and Wahoowa and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa.

4. Prior to the conversion Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa owned 57,500 shares of Series Seed Preferred Stock, 56,513 shares of Series Seed Preferred Stock, 0 shares of Series Seed Preferred Stock and 47,811 shares of Series Seed Preferred Stock, respectively.

5. Prior to the conversion, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa owned 264,620 shares of Series A Preferred Stock, 260,080 shares of Series A Preferred Stock, 0 shares of Series A Preferred Stock and 220,032 shares of Series A Preferred Stock, respectively.

6. Prior to the conversion, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa owned 139,362 shares of Series B Preferred Stock, 182,187 shares of Series B Preferred Stock, 47,710 shares of Series B Preferred Stock and 155,550 shares of Series B Preferred Stock, respectively.

7. Prior to the conversion, Bessemer VIII Institutional, 15 Angels, GoBlue and Wahoowa owned 0 shares of Series B-1 Preferred Stock, 0 shares of Series B-1 Preferred Stock, 110,587 shares of Series B-1 Preferred Stock and 91,953 shares of Series B-1 Preferred Stock, respectively.

8. On November 17, 2021, the Reporting Persons mistakenly filed a Form 4 under the incorrect CIK code and incorrectly checked the box stating it is no longer subject to Section 16. This Form 4/A serves to correct that filing.

Remarks:

	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P.	11/24/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P.	11/24/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd.,	11/24/2021
	/s/ Scott Ring, Authorized Person 15 Angels II LLC	11/24/2021
	/s/ Scott Ring, Authorized Person, GoBlue Ventures LLC	11/24/2021
	/s/ Scott Ring, Authorized Person, Wahoowa Ventures LLC	11/24/2021
	** Signature of Reporting Person	Date
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Bessemer Venture Partners VIII Form 4/AChange in insider ownership (amended)