Statement of Changes in Beneficial Ownership (4)
June 02 2021 - 6:39PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Silver Lake Group, L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc.
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SOFI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/28/2021 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/28/2021 | | A(1) | | 37883895 | A | (2) | 37883895 | I | Held through Silver Lake Partners IV, L.P. (3)(5) |
Common Stock | 5/28/2021 | | A(1) | | 631648 | A | (2) | 631648 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P. (4)(5) |
Series 1 Redeemable Preferred Stock | 5/28/2021 | | A(1) | | 224261 | A | (2) | 224261 | I | Held through Silver Lake Partners IV, L.P. (3)(5) |
Series 1 Redeemable Preferred Stock | 5/28/2021 | | A(1) | | 3739 | A | (2) | 3739 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P. (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Warrants | $8.86 | 5/28/2021 | | A (1) | | 843994 | | 5/28/2021 | 5/29/2024 | Common Stock | 843994 | (2) | 843994 | I | Held through Silver Lake Partners IV, L.P. (3)(5) |
Warrants | $8.86 | 5/28/2021 | | A (1) | | 14071 | | 5/28/2021 | 5/29/2024 | Common Stock | 14071 | (2) | 14071 | I | Held through Silver Lake Technology Investors IV (Delaware II), L.P. (4)(5) |
Explanation of Responses: |
(1) | Reflects securities acquired in connection with the transactions consummated on May 28, 2021 pursuant to the terms of an Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (the "Merger Agreement"), by and among Social Capital Hedosophia Holdings Corp. V ("SCH"), Plutus Merger Sub Inc. ("Merger Sub"), a Delaware corporation and subsidiary of SCH, and Social Finance, Inc. ("SoFi"), pursuant to which Merger Sub merged with and into SoFi, with SoFi surviving the merger as a wholly owned subsidiary of SCH, which has changed its name to SoFi Technologies, Inc. (the "Issuer"). |
(2) | Pursuant to the Merger Agreement, former stockholders (other than holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock) of SoFi received their pro rata portion of approximately 657,000,000 shares of common stock ("Common Stock") of the Issuer, former holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of SoFi received Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Issuer on a one-for-one basis, and former holders of warrants to purchase Series H preferred stock of SoFi received warrants to purchase shares of Common Stock of the Issuer. |
(3) | These securities are directly owned by Silver Lake Partners IV, L.P. ("SLP IV"). |
(4) | These securities are directly owned by Silver Lake Technology Investors IV (Delaware II), L.P. ("SLTI IV"). |
(5) | Silver Lake Technology Associates IV, L.P. ("SLTA IV") is the general partner of SLP IV and SLTI IV. The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"), the managing member of which is SLG. Michael Bingle is a director of the Issuer and Vice Chairman of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP and SLG may be deemed to be a director by deputization of the Issuer. |
Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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SLTA IV (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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Silver Lake Technology Associates IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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Silver Lake Partners IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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Silver Lake Technology Investors IV (Delaware II), L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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Bingle Michael J C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 | X |
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Signatures
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By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C. | | 6/2/2021 |
**Signature of Reporting Person | Date |
By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | | 6/2/2021 |
**Signature of Reporting Person | Date |
By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. | | 6/2/2021 |
**Signature of Reporting Person | Date |
By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. | | 6/2/2021 |
**Signature of Reporting Person | Date |
By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV (Delaware II), L.P. | | 6/2/2021 |
**Signature of Reporting Person | Date |
MICHAEL BINGLE: /s/ Michael Bingle | | 6/2/2021 |
**Signature of Reporting Person | Date |
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