Blend Labs, Inc. — Major Shareholding Notification 2023

Feb 8, 2023

SC 13G/A 1 d443958dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Blend Labs, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

09352U108

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09352U108

1.	NAMES OF REPORTING PERSONS 8VC Co-Invest Fund I, L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 8,320,968 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 8,320,968
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,320,968 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 3.7% (2)
12.	TYPE OF REPORTING PERSON
(see instructions) PN

(1) All such shares are held of record by 8VC Co-Invest LP (as defined in Item 2(a) of the Original Schedule 13G). 8VC Co-Invest GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of 8VC Co-Invest LP. Lonsdale (as defined in Item 2(a) of the Original Schedule 13G) is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

(2) Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022 (the “Form 10-Q”).

CUSIP No. 09352U108

1.	NAMES OF REPORTING PERSONS 8VC Co-Invest GP I, LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 8,320,968 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 8,320,968
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,320,968 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 3.7% (2)
12.	TYPE OF REPORTING PERSON
(see instructions) OO

(1) All such shares are held of record by 8VC Co-Invest LP. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP.

(2) Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

CUSIP No. 09352U108

1.	NAMES OF REPORTING PERSONS 8VC Opportunities Fund II, L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 4,975,791 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 4,975,791
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,975,791 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.2% (2)
12.	TYPE OF REPORTING PERSON
(see instructions) PN

(1) All such shares are held of record by Opportunities II (as defined in Item 2(a) of the Original Schedule 13G). Opportunities GP II (as defined in item 2(a) of the Original Schedule 13G) is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2) Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

CUSIP No. 09352U108

1.	NAMES OF REPORTING PERSONS 8VC Opportunities GP II, LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 4,975,791 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 4,975,791
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,975,791 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.2% (2)
12.	TYPE OF REPORTING PERSON
(see instructions) OO

(1) All such shares are held of record by Opportunities II. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2) Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

CUSIP No. 09352U108

1.	NAMES OF REPORTING PERSONS Joe Lonsdale
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 13,296,759 (1)
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 13,296,759 (1)
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,296,759 (1)(2)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.9% (3)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) Consists of (i) 8,320,968 shares of the Issuer’s Common Stock held of record by 8VC Co-Invest LP and (ii) 4,975,791 shares of the Issuer’s Common Stock held of record by Opportunities II. 8VC Co-Invest GP is the general partner of 8VC Co-Invest LP. Lonsdale is the sole managing member of 8VC Co-Invest GP and may be deemed to have voting, investment and dispositive power with respect to the shares held by 8VC Co-Invest LP. Opportunities GP II is the general partner of Opportunities II. Lonsdale is the sole managing member of Opportunities GP II and may be deemed to have voting, investment and dispositive power with respect to the shares held by Opportunities II.

(2) The aggregate amount beneficially owned by Joe Lonsdale does not include 16,220,511 shares of the Issuer’s Common Stock held of record by Formation8 Fund I, L.P. Lonsdale is one of three managing members of Formation8 GP, LLC, the general partner of Formation8, L.P.

(3) Based on 225,070,133 shares of the Issuer’s Common Stock outstanding as of November 4, 2022, as reported by the Issuer in the Form 10-Q.

CUSIP No. 09352U108

Introductory Note: This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the Commission on February 14, 2022 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

ITEM 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

• Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.

CUSIP No. 09352U108

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2023

8VC OPPORTUNITIES FUND II, L.P. — By:	8VC Opportunities GP II, LLC	8VC OPPORTUNITIES GP II, LLC
By:	/s/ Joe Lonsdale	By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale	Name:	Joe Lonsdale
Title:	Managing Member	Title:	Managing Member
8VC CO-INVEST FUND I, L.P.		8VC CO-INVEST GP I, LLC
By:	8VC Co-Invest GP I, LLC
By:	/s/ Joe Lonsdale	By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale	Name:	Joe Lonsdale
Title:	Managing Member	Title:	Managing Member
By:	/s/ Joe Lonsdale
Name:	Joe Lonsdale