Blend Labs, Inc. — Director's Dealing 2021

Jul 16, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Blend Labs, Inc. (BLND)
CIK: 0001855747
Period of Report: 2021-07-15

Reporting Person: Ghamsari Nima (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5966665	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (6570833)		Direct
Founders Preferred Stock	$		Class B Common Stock (345833)		Direct
Stock Option (right to buy)	$2.31	2029-12-03	Class A Common Stock (3229804)		Direct
Founder and Head of Blend Long-Term Performance Award	$8.58	2036-03-31	Class A Common Stock (26057181)		Direct

Footnotes

F1: Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Class A Common Stock as currently named will be reclassified into one share of Class B Common Stock and each share of Class B Common Stock as currently named will be reclassified into one share of Class A Common Stock. This Form 3 assumes all shares have been renamed as if such reclassification has already occurred.

F2: Each share of Founders Preferred Stock will be converted into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, and such shares of Class A Common Stock will be exchanged at a 1:1 ratio for shares of Class B Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.

F3: Upon exercise of the option, such shares of Class A Common Stock may be exchanged at a 1:1 ratio for shares of Class B Common Stock at the election of the holder.

F4: 1/84th of the shares subject to this option vest monthly following January 1, 2020, subject to the Reporting Person's continued role as a service provider to the Issuer. This option is subject to an early exercise provision and is immediately exercisable.

F5: The shares subject to this option vest in five tranches, the first of which vests upon satisfaction of certain liquidity event-related performance conditions. The remaining four tranches vest based on the Issuer's stock price performance over certain performance periods as described in the Issuer's Registration Statement on Form S-1, subject to satisfying certain service-based conditions.