FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Haveli Investments, L.P.

(Last) (First) (Middle)
405 COLORADO STREET, SUITE 1600

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2024
3. Issuer Name and Ticker or Trading Symbol
Blend Labs, Inc. [ BLND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 130,000
I
See footnote (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (2)   (2) Common Stock 150,000 (2) (2) I See footnotes (3) (4)
Warrant (right to buy) 04/30/2024 04/30/2026 Common Stock 11,111,112 4.5 I See footnotes (3) (4)
Explanation of Responses:
1. Held through a family trust of which Mr. Sheth's spouse is the trustee.
2. Each share of Series A Convertible Preferred Stock has a stated value of $1,000. On or after the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, the Series A Preferred Stock is convertible at the option of the holders thereof at any time into an initial conversion rate of 307.6923 per $1,000 principal amount (equivalent to an initial conversion price of approximately $3.25 per share) of the Issuer's class A common stock, par value $0.00001 per share ("Common Stock"), and is subject to certain anti-dilution adjustments. In no event will the conversion rate be less than 404.0729 per $1,000 principal amount.
3. Represents securities held directly by Haveli Brooks Aggregator, L.P. ("Haveli Aggregator"). Haveli Investments Software Fund I GP, LLC ("Haveli Investments Software GP"), is the general partner of Haveli Aggregator. Whanau Interests LLC ("Whanau") is the sole member of Haveli Investments Software GP. Haveli Software Management LLC ("Haveli Software Management") is the investment adviser to Haveli Investments Software GP. Haveli Investment Management LLC ("Haveli Investment Management"), a Delaware limited liability company, is the sole member of Haveli Software Management. Haveli Investments, L.P. ("Haveli Investments") is the sole member of Haveli Investment Management. Whanau is the general partner of Haveli Investments. Mr. Brian N. Sheth is managing member of Whanau.
4. As a result, Haveli Investments Software GP, Whanau, Haveli Software Management, Haveli Investments, Haveli Investment Management and Mr. Sheth may each be deemed to share voting and dispositive power with respect to the securities held by Haveli Aggregator. Haveli Investments Software GP, Whanau, Haveli Software Management, Haveli Investments, Haveli Investment Management and Mr. Sheth each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Remarks:
Mr. Sheth is a member of the board of directors of the Issuer. As such, the other reporting persons may be deemed to be "directors by deputization" of the Issuer.
Haveli Brooks Aggregator, L.P., By: Haveli Investments Software Fund I GP, LLC, its general partner, By: Whanau Interests LLC, its sole member, By: /s/ Brian N. Sheth, Title: Managing Member 05/09/2024
** Signature of Reporting Person Date
Haveli Investments Software Fund I GP, LLC, By: Whanau Interests LLC, its sole member, By: /s/ Brian N. Sheth, Title: Managing Member 05/09/2024
** Signature of Reporting Person Date
Haveli Software Management LLC, By: /s/ Brian N. Sheth, Title: Manager 05/09/2024
** Signature of Reporting Person Date
Haveli Investment Management LLC, By: /s/ Brian N. Sheth, Title: Manager 05/09/2024
** Signature of Reporting Person Date
Haveli Investments, L.P. By: Whanau Interests LLC, its general partner, By: /s/ Brian N. Sheth, Title: Managing Member 05/09/2024
** Signature of Reporting Person Date
Whanau Interests LLC, By: /s/ Brian N. Sheth, Title: Managing Member 05/09/2024
** Signature of Reporting Person Date
/s/ Brian N. Sheth 05/09/2024
** 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.
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