Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 5:53PM
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
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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 _____ 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)
9/1/2021 |
(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 | 9/1/2021 | | A | | 31427 (1) | A | $0 | 117827360 | I | By Delaware Project 10 L.L.C. (2)(3) |
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) | Represents shares of common stock pursuant to an award of RSUs granted to Messrs. Combes and Medeiros in connection with their services as directors of the Issuer. Messrs. Combes and Medeiros assigned all rights, title and interest in the RSUs reported herein to Delaware Project 10 L.L.C ("DE Project 10"). Accordingly, the RSUs were issued directly to DE Project 10. Messrs. Combes and Medeiros disclaim beneficial ownership of such shares as they have no pecuniary interest in the shares. These RSUs vest on the earlier of (i) June 14, 2022 and (ii) the time of the annual stockholder meeting that occurs during the 2022 fiscal year. |
(2) | The shares are directly held by DE Project 10. SoftBank Group Corp. ("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. |
(3) | Messrs. Combes and Medeiros serve as managers of DE Project 10 and in other roles at SoftBank entities. As a result, each of DE Project 10 and SoftBank is a director by deputization for Section 16 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 |
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Delaware Project 10 L.L.C. 1 CIRCLE STAR WAY 4TH FLOOR SAN CARLOS, CA 94070 | X |
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Combes Michel C/O SOFTBANK GROUP CAPITAL LTD 69 GROSVENOR ST LONDON, X0 W1K 3JP | X |
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CARNEIRO DE MEDEIROS CARLOS HENRIQUE C/O SOFTBANK GROUP CAPITAL LTD 69 GROSVENOR ST LONDON, X0 W1K 3JP | X |
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Signatures
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/s/ Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP | | 9/3/2021 |
**Signature of Reporting Person | Date |
/s/ Michel Combes, Manager of DELAWARE PROJECT 10 L.L.C. | | 9/3/2021 |
**Signature of Reporting Person | Date |
/s/ Carlos Henrique Carneiro de Medeiros | | 9/3/2021 |
**Signature of Reporting Person | Date |
/s/ Michel Combes | | 9/3/2021 |
**Signature of Reporting Person | Date |
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