Keith Rabois Form 4 Affirm / Keith Rabois ownership change

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^*

Rabois Keith

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2021

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/21/2021		J(1)		2,205,293	D	$0.00(1)	0	I	By The Founders Fund VI, LP(2)
Class A Common Stock	05/21/2021		J(1)		545,294	D	$0.00(1)	0	I	By The Founders Fund VI Principals Fund, LP(2)
Class A Common Stock	05/21/2021		J(1)		27,418	D	$0.00(1)	0	I	By The Founders Fund VI Entrepreneurs Fund, LP(2)
Class A Common Stock	05/21/2021		J(3)		23,969	A	$0.00(3)	23,969	D
Class A Common Stock								1,486,909	I	By The Founders Fund Growth, LP(2)
Class A Common Stock								60,429	I	By The Founders Fund Growth Principals Fund, LP(2)
Class A Common Stock								75,000	I	By FF Affirm Growth, LLC(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)	05/21/2021		J(5)			2,205,293	(4)	(4)	Class A Common Stock	2,205,293	$0.00(5)	0	I	By The Founders Fund VI, LP(2)
Class B Common Stock	(4)	05/21/2021		J(5)			545,294	(4)	(4)	Class A Common Stock	545,294	$0.00(5)	0	I	By The Founders Fund VI Principals Fund, LP(2)
Class B Common Stock	(4)	05/21/2021		J(5)			27,418	(4)	(4)	Class A Common Stock	27,418	$0.00(5)	0	I	By The Founders Fund VI Entrepreneurs Fund, LP(2)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	386,909		386,909	I	By The Founders Fund Growth, LP(2)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	60,429		60,429	I	By The Founders Fund Growth Principals Fund, LP(2)

Explanation of Responses:

1. Represents a pro rata distribution of shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock") without additional consideration, by the holder to its general partner and limited partners. The Reporting Person did not receive any shares in this distribution.

2. The Reporting Person has shared voting and investment power over the shares held by each of The Founders Fund VI, LP, The Founders Fund VI Principals Fund, LP, The Founders Fund VI Entrepreneurs Fund, LP, The Founders Fund Growth, LP, The Founders Fund Growth Principals Fund, LP and FF Affirm Growth, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

3. Represents the receipt of shares of Class A Common Stock pursuant to a pro rata distribution effected by TFF V Employees LLC to its members, including the Reporting Person, for no additional consideration.

4. Each share of the Issuer's Class B common stock, par value $0.00001 per share ("Class B Common Stock"), is convertible at any time into one share of the Issuer's Class A Common Stock. The Class B Common Stock has no expiration date.

5. Represents a pro rata distribution of shares of Class B Common Stock, without additional consideration, by the holder to its general partner and limited partners. The Reporting Person did not receive any shares in this distribution.

Remarks:

	/s/ Keith Rabois	05/25/2021
	** 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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