Palihapitiya Chamath Form 4 Opendoor / Chamath Palihapitiya 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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X

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^*

Palihapitiya Chamath

(Last) (First) (Middle)

C/O 317 UNIVERSITY AVE, SUITE 200

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Opendoor Technologies Inc. [ OPEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

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
Common Stock	12/18/2020		A		10,000,000	A	$10	10,000,000	I	By ChaChaCha Spac B LLC(1)
Common Stock	12/18/2020		M		10,150,000	A	(2)	20,150,000	I	By SCH Sponsor II LLC(3)

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	(2)	12/18/2020		M			10,150,000	(2)	(2)	Common Stock	10,150,000	$0.00	0	I	By SCH Sponsor II LLC(3)

Explanation of Responses:

1. On the basis of the reporting person's relationship with ChaChaCha SPAC B LLC ("ChaChaCha"), the reporting person may be deemed a beneficial owner of the shares of the Issuer's common stock, par value $0.0001 per share ("Shares") held by ChaChaCha. The reporting person disclaims beneficial ownership of the Shares held by ChaChaCha, except to the extent of his pecuniary interest therein.

2. On December 18, 2020, Social Capital Hedosophia Holdings Corp. II (the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Opendoor Labs Inc. In connection with the consummation of the Business Combination, each share of Class B common stock automatically converted into one Share.

3. A majority of the voting interests of SCH Sponsor II LLC ("Sponsor") are held by ChaChaCha. Messrs. Chamath Palihapitiya and Ian Osborne and ChaChaCha may be deemed to beneficially own the Shares held by the Sponsor on the basis of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Osborne and ChaChaCha disclaims beneficial ownership of the Shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:

	/s/ Chamath Palihapitiya	12/21/2020
	** 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).
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