Affirm (AFRM) Form 3 Affirm / Jeremy Philips ownership change

SEC Form 3

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^*

Philips Jeremy

(Last) (First) (Middle)

137 NEWBURY STREET, 8TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2021

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

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

X	Director	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)

X	Form filed by One Reporting Person
	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	40,925	I	By Spark Capital Growth Founders' Fund, L.P.(1)
Class A Common Stock	4,942	I	By Spark Capital Growth Founders' Fund III, L.P.(1)
Class A Common Stock	484,361	I	By Spark Capital Growth Fund III, L.P.(1)
Class A Common Stock	4,134,392	I	By Spark Capital Growth Fund, L.P.(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
Class B Common Stock	(2)	(2)	Class A Common Stock	40,925	(2)	I	By Spark Capital Growth Founders' Fund, L.P.(1)
Class B Common Stock	(2)	(2)	Class A Common Stock	4,942	(2)	I	By Spark Capital Growth Founders' Fund III, L.P.(1)
Class B Common Stock	(2)	(2)	Class A Common Stock	484,361	(2)	I	By Spark Capital Growth Fund III, L.P.(1)
Class B Common Stock	(2)	(2)	Class A Common Stock	4,134,392	(2)	I	By Spark Capital Growth Fund, L.P.(1)
Restricted Stock Units	(3)	01/12/2028	Class A Common Stock	4,081	(3)	D

Explanation of Responses:

1. The Reporting Person is the managing member of the general partner of Spark Capital Growth Fund, L.P., Spark Capital Growth Founders' Fund, L.P., Spark Capital Growth Fund III, L.P. and Spark Capital Growth Founders' Fund III, L.P., which makes all voting and investment decisions for these funds through its investment committee, of which the Reporting Person is also a member. 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 for any other purpose.

2. 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, par value $0.00001 per share ("Class A Common Stock"). The Class B Common Stock has no expiration date.

3. Restricted stock units vest in full upon the earlier of November 18, 2021 or the date of the Issuer's next annual meeting of stockholders, subject to continued service by the Reporting Person as a non-employee director until such earlier date.

Remarks:

	/s/ Sharda Caro del Castillo as Attorney-in-Fact	01/13/2021
	** 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 5 (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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