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) 01/13/2021 | ||||||||||||||||||||||||||
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 | 01/13/2021 | P | 7,700 | A | $49 | 7,700 | D | |||
Class A Common Stock | 01/13/2021 | P | 3,800 | A | $49 | 11,500 | D | |||
Class A Common Stock | 01/13/2021 | P | 835 | A | $49 | 12,335 | D | |||
Class A Common Stock | 01/13/2021 | S(1)(2) | 3,800 | D | $95.3846 | 8,535 | D | |||
Class A Common Stock | 01/13/2021 | S(1)(2) | 835 | D | $95.1324 | 7,700 | D | |||
Class A Common Stock | 11,003,703 | I(3)(4) | See Footnotes(3)(4) |
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 |
Explanation of Responses: |
1. On January 13, 2021, external fund managers acting for the benefit of GIC Private Ltd ("GIC") made purchases and sales of Class A Common Stock of Affirm Holdings, Inc. (the "Issuer"). Upon discovery of the purchases and sales, GIC disgorged to the Issuer the full amount of the short-swing profits relating to such transactions as outlined in footnote (2). |
2. GIC had sales of an aggregate 4,635 shares of the Issuer's Class A Common Stock reported herein that were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 4,635 shares, with GIC's purchase of an aggregate 12,335 shares of the Issuer's Class A Common Stock at a price of $49.00 per share on January 13, 2021. GIC has paid to the Issuer $214,782.04, representing the full amount of the profit realized in connection with the short-swing transaction. |
3. These securities are owned directly by Jasmine Ventures Pte Ltd ("Jasmine"). Jasmine is controlled and managed by GIC Special Investments Pte Ltd ("GIC SI," and with Jasmine and GIC, each a "Reporting Person"), which in turn is a wholly-owned subsidiary of GIC. As such, each of Jasmine, GIC SI and GIC may be deemed to share the power to vote and the power to dispose of these securities. |
4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: |
GIC Private Ltd, By: /s/ Celine Loh Sze Ling, Name: Celine Loh Sze Ling, Title: Senior Vice President, By: /s/ Toh Tze Meng, Name: Toh Tze Meng, Title: Senior Vice President | 01/28/2021 | |
** 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. |