secwatch / observer
8-K filed July 20, 2023, 7:59 PM ET CIK 0001824734
M&A confidence high sentiment neutral materiality 1.00

Berkshire Grey, Inc.: M&A transaction — SoftBank completes acquisition of Berkshire Grey for $1.40/share, ~$349M

Berkshire Grey, Inc.

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Thomas Wagner

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
Appointed

Alex Clavel

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
the following persons became directors of the Company: Alex Clavel and Stephen Lam.
Departed

Sven Strohband

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
Departed

Peter Barris

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
Appointed

Stephen Lam

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
the following persons became directors of the Company: Alex Clavel and Stephen Lam.
Departed

Fiona Dias

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
Departed

John Delaney

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
Departed

Serena Wolfe

Director
Berkshire Grey, Inc.
Effective
2023-07-20
Filed
July 20, 2023, 7:59 PM ET
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas Wagner resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Alex Clavel was appointed as Director at Berkshire Grey, Inc..

Action
became directors
Role
Director
Exact text from the filing
the following persons became directors of the Company: Alex Clavel and Stephen Lam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sven Strohband resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Peter Barris resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stephen Lam was appointed as Director at Berkshire Grey, Inc..

Action
became directors
Role
Director
Exact text from the filing
the following persons became directors of the Company: Alex Clavel and Stephen Lam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Fiona Dias resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John Delaney resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Serena Wolfe resigned as Director at Berkshire Grey, Inc..

Action
resigned
Role
Director
Exact text from the filing
On July 20, 2023, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Thomas Wagner, Peter Barris, John Delaney, Fiona Dias, Sven Strohband and Serena Wolfe .
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

Berkshire Grey, Inc.: Effective upon merger, the Company's certificate of incorporation was amended and restated in its entirety pursuant to the Merger Agreement (effective 2023-07-20).

Change
charter amendment
Effective
2023-07-20
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

Berkshire Grey, Inc.: Effective upon merger, the Company's bylaws were amended and restated in their entirety pursuant to the Merger Agreement (effective 2023-07-20).

Change
bylaw amendment
Effective
2023-07-20
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Berkshire Grey, Inc. underwent a change of control involving SoftBank Group Corp. for pursuant to the Merger Agreement (closed 2023-07-20).

Action
change of control
Counterparty
SoftBank Group Corp.
Consideration
pursuant to the Merger Agreement
Closing
2023-07-20
Exact text from the filing
On July 20, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001140361-23-035336
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