N.V. Prosus Form 3 Remitly Global / N.V. Prosus 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^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

3. Issuer Name and Ticker or Trading Symbol
Remitly Global, Inc. [ RELY ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	15,000	I	See Footnotes⁽¹⁾⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed Prime Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	71,621	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,262,230	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,616,743	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	26,375,481	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,678,810	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	5,740,465	⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prosus N.V.

(Last)

(First)

(Middle)

SYMPHONY OFFICES

GUSTAV MAHLERPLEIN 5

(Street)

AMSTERDAM

1082 MS

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares directly held by PayU Fintech Investments B.V. ("PayU") and indirectly held by Prosus N.V. and Naspers Ltd. PayU is a subsidiary of MIH Fintech Holdings B.V., which in turn is a subsidiary of MIH e-Commerce Holdings B.V., which in turn is a subsidiary of MIH Internet Holdings B.V., which is in turn a subsidiary of Prosus N.V., which is an indirect, majority-owned subsidiary of Naspers Ltd. PayU is controlled by Prosus N.V. and Naspers Ltd., which share voting and dispositive control over the shares held by PayU. Naspers Ltd. employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers Ltd.

2. (Continued from Footnote 1) Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein. Laurent Le Moal, a member of board of directors of the Issuer, is the Chief Executive Officer of PayU, but has no voting or dispositive control over the shares held by PayU.

3. The reported security is convertible into the Issuer's Common Stock on a 1-for-1 basis at any time at the holder's election and shall automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

Remarks:

	/s/ Nico Marais, Authorized Representative; Naspers Limited	09/22/2021
	/s/ Nico Marais, Authorized Representative; Prosus N.V.	09/22/2021
	** 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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N.V. Prosus Form 3Remitly Global / N.V. Prosus ownership change