Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 5:08PM
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
*
SLTA IV (GP), L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc.
[
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)
9/1/2021 |
(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 | 9/1/2021 | | A(1) | | 15714 | A | $0.00 | 15714 | I | See footnotes (1)(2) |
Common Stock | | | | | | | | 37883895 | I | Held through Silver Lake Partners IV, L.P. (3)(5) |
Common Stock | | | | | | | | 631648 | 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 |
Explanation of Responses: |
(1) | Reflects a grant of restricted stock units to Michael J. Bingle, a director of Sofi Technologies, Inc. (the "Issuer") and an executive of Silver Lake Group, L.L.C. ("SLG"), which will vest at the earlier of (i) the next annual shareholder meeting of the Issuer after June 14, 2021 (the "Vesting Commencement Date") or (ii) the 12 month anniversary of the Vesting Commencement Date. |
(2) | Represents restricted stock units held by Michael J. Bingle, a director of the Issuer and an executive of SLG, as part of the Issuer's non-employee director compensation policy, for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners. |
(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 |
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 Group, 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 NEW YORK, NY 10001 | 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. | | 9/3/2021 |
**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. | | 9/3/2021 |
**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. | | 9/3/2021 |
**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. | | 9/3/2021 |
**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. | | 9/3/2021 |
**Signature of Reporting Person | Date |
MICHAEL BINGLE: /s/ Michael Bingle | | 9/3/2021 |
**Signature of Reporting Person | Date |
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