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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SoFi Technologies, Inc. [ SOFI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/28/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 05/28/2021 | A(1) | 37,883,895 | A | (2) | 37,883,895 | I | Held through Silver Lake Partners IV, L.P.(3)(5) | ||
| Common Stock | 05/28/2021 | A(1) | 631,648 | A | (2) | 631,648 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P.(4)(5) | ||
| Series 1 Redeemable Preferred Stock | 05/28/2021 | A(1) | 224,261 | A | (2) | 224,261 | I | Held through Silver Lake Partners IV, L.P.(3)(5) | ||
| Series 1 Redeemable Preferred Stock | 05/28/2021 | A(1) | 3,739 | A | (2) | 3,739 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P.(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants | $8.86 | 05/28/2021 | A(1) | 843,994 | 05/28/2021 | 05/29/2024 | Common Stock | 843,994 | (2) | 843,994 | I | Held through Silver Lake Partners IV, L.P.(3)(5) | |||
| Warrants | $8.86 | 05/28/2021 | A(1) | 14,071 | 05/28/2021 | 05/29/2024 | Common Stock | 14,071 | (2) | 14,071 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P.(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects securities acquired in connection with the transactions consummated on May 28, 2021 pursuant to the terms of an Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (the "Merger Agreement"), by and among Social Capital Hedosophia Holdings Corp. V ("SCH"), Plutus Merger Sub Inc. ("Merger Sub"), a Delaware corporation and subsidiary of SCH, and Social Finance, Inc. ("SoFi"), pursuant to which Merger Sub merged with and into SoFi, with SoFi surviving the merger as a wholly owned subsidiary of SCH, which has changed its name to SoFi Technologies, Inc. (the "Issuer"). |
| 2. Pursuant to the Merger Agreement, former stockholders (other than holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock) of SoFi received their pro rata portion of approximately 657,000,000 shares of common stock ("Common Stock") of the Issuer, former holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of SoFi received Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Issuer on a one-for-one basis, and former holders of warrants to purchase Series H preferred stock of SoFi received warrants to purchase shares of Common Stock of the Issuer. |
| 3. These securities are directly owned by Silver Lake Partners IV, L.P. ("SLP IV"). |
| 4. These securities are directly owned by Silver Lake Technology Investors IV (Delaware II), L.P. ("SLTI IV"). |
| 5. Silver Lake Technology Associates IV, L.P. ("SLTA IV") is the general partner of SLP IV and SLTI IV. The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"), the managing member of which is SLG. Michael Bingle is a director of the Issuer and Vice Chairman of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP and SLG may be deemed to be a director by deputization of the Issuer. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C. | 06/02/2021 | |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | 06/02/2021 | |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. | 06/02/2021 | |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. | 06/02/2021 | |
| By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV (Delaware II), L.P. | 06/02/2021 | |
| MICHAEL BINGLE: /s/ Michael Bingle | 06/02/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||