Statement of Changes in Beneficial Ownership (4)
July 23 2021 - 5:44PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
SOFTBANK GROUP CORP |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1-7-1 KAIGAN, MINATO-KU |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2021 |
(Street)
TOKYO, M0 105-7537
(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 | 7/14/2021 | | J(1) | | 64685234 (2) | D | (1) | 0 (1) | I | By SB Sonic Holdco (UK) Ltd |
Common Stock | 7/14/2021 | | J(1) | | 53110699 (2) | D | (1) | 0 (1) | I | By SoftBank Group Capital Ltd |
Common Stock | 7/14/2021 | | J(1) | | 117795933 | A | (1) | 117795933 (1) | I | By Delaware Project 10 L.L.C. (3)(4) |
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 |
Explanation of Responses: |
(1) | The shares were originally held by SoftBank Group Capital Ltd. ("SBGC") and SB Sonic HoldCo (UK) Limited ("SB Sonic"), each wholly owned subsidiaries of SoftBank Group Corp. ("SoftBank"). On July 21, 2021, SoftBank transferred the shares from SBGC and SB Sonic to Delaware Project 10 L.L.C. ("DE Project 10"), also a wholly owned subsidiary of SoftBank. |
(2) | The shares initially reported as acquired in the Form 4 filed on June 2, 2021 were adjusted by the Issuer as a result of a post transaction review. The shares reported herein reflect the number of shares acquired by SBGC (less the shares disposed to the Issuer on May 28, 2021, as reported on the Form 4 filed on June 2, 2021) and SB Sonic in the business combination. |
(3) | Michel Combes and Carlos Carniero de Medeiros, each a member of the board of directors of the Issuer, were elected as representatives of SoftBank, SBGC, SB Sonic, and now DE Project 10. Messrs. Combes and Medeiros serve as managers of DE Project 10 and in other roles at SoftBank entities. As a result, each of these entities is a director by deputization for Section 16 purposes. |
(4) | The shares are directly held by DE Project 10. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by DE Project 10. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SOFTBANK GROUP CORP 1-7-1 KAIGAN MINATO-KU TOKYO, M0 105-7537 | X | X |
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SoftBank Group Capital Ltd 69 GROSVENOR ST LONDON, X0 W1K 3JP | X | X |
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SB SONIC HOLDCO (UK) LTD 69 GROSVENOR ST LONDON, X0 W1K 3JP | X | X |
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Delaware Project 10 L.L.C. 1 CIRCLE STAR WAY 4TH FLOOR SAN CARLOS, CA 94070 | X | X |
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Signatures
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/s/ Natsuko Ohga, head of Corporate Legal Department of SOFTBANK GROUP CORP | | 7/23/2021 |
**Signature of Reporting Person | Date |
/s/ Michel Combes, Director of SOFTBANK GROUP CAPITAL LTD | | 7/23/2021 |
**Signature of Reporting Person | Date |
/s/ Adam Westhead, Director of SB SONIC HOLDCO (UK) LTD | | 7/23/2021 |
**Signature of Reporting Person | Date |
/s/ Michel Combes, Manager of DELAWARE PROJECT 10 L.L.C. | | 7/23/2021 |
**Signature of Reporting Person | Date |
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