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 Affirm Holdings, Inc. [ AFRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 11/01/2021 | M | 3,333 | A | (1) | 25,332 | D | |||
| Class A Common Stock | 11/01/2021 | F | 1,464(2) | D | $152.66 | 23,868 | D | |||
| Class A Common Stock | 11/01/2021 | M | 115,000 | A | $5.39 | 138,868 | D | |||
| Class A Common Stock | 11/01/2021 | S | 8,872(3) | D | $151.4863(4) | 129,996 | D | |||
| Class A Common Stock | 11/01/2021 | S | 35,013(3) | D | $152.2562(5) | 94,983 | D | |||
| Class A Common Stock | 11/01/2021 | S | 11,529(3) | D | $153.2004(6) | 83,454 | D | |||
| Class A Common Stock | 11/01/2021 | S | 25,449(3) | D | $154.2966(7) | 58,005 | D | |||
| Class A Common Stock | 11/01/2021 | S | 23,537(3) | D | $155.0335(8) | 34,468 | D | |||
| Class A Common Stock | 11/01/2021 | S | 2,500(3) | D | $156.4136(9) | 31,968 | D | |||
| Class A Common Stock | 11/01/2021 | S | 1,600(3) | D | $157.2531(10) | 30,368 | D | |||
| Class A Common Stock | 11/01/2021 | S | 3,000(3) | D | $159.0867(11) | 27,368 | D | |||
| Class A Common Stock | 11/01/2021 | S | 2,700(3) | D | $159.6694(12) | 24,668 | D | |||
| Class A Common Stock | 11/01/2021 | S | 800(3) | D | $162.9137(13) | 23,868 | D | |||
| 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 | ||||||||
| Restricted Stock Units | (1) | 11/01/2021 | M | 3,333 | (14) | 12/31/2027 | Class A Common Stock | 3,333 | $0 | 46,667 | D | ||||
| Stock Option (Right to Buy) | $5.39 | 11/01/2021 | M | 115,000 | (15) | 08/26/2028 | Class A Common Stock | 115,000 | $0 | 1,307,020 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit (RSUs) represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the settlement of shares of Common Stock underlying the Reporting Person's RSUs that vested on November 1, 2021. |
| 3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2021. |
| 4. Represents the weighted average sale price of the shares sold from $150.80 to $151.79 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. Represents the weighted average sale price of the shares sold from $151.81 to $152.79 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. Represents the weighted average sale price of the shares sold from $152.81 to $153.78 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. Represents the weighted average sale price of the shares sold from $153.81 to $154.80 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. Represents the weighted average sale price of the shares sold from $154.81 to $155.60 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. Represents the weighted average sale price of the shares sold from $155.98 to $156.95 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. Represents the weighted average sale price of the shares sold from $156.98 to $157.65 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. Represents the weighted average sale price of the shares sold from $158.46 to $159.42 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 12. Represents the weighted average sale price of the shares sold from $159.46 to $160.03 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13. Represents the weighted average sale price of the shares sold from $162.85 to $163.01 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 14. Restricted stock unit grant started vesting on January 1, 2021, and vests in equal monthly installments for a period of twenty-four months ending January 1, 2023, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
| 15. Stock options vest with respect to 1/4 of the shares of the Issuer's Class A common stock, par value $0.00001 per share ("Class A Common Stock"), underlying the stock option on the one-year anniversary of August 27, 2018, the vesting commencement date, and the remaining 3/4 of the shares underlying the option vest in equal monthly installments over the subsequent three years, in each case subject to continued service with the Issuer. The Reporting Person can elect to exercise the stock options at any time, provided that the shares acquired upon exercise remain subject to the applicable vesting schedule. |
| Remarks: |
| /s/ David Ritenour, Attorney-in-Fact | 11/03/2021 | |
| ** 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. | ||