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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 09/16/2024 | A | 39,718 | (5) | (5) | Class A Common Stock | 39,718 | $ 0 | 39,718 | D | ||||
| Stock Option (Right to Buy) | $ 44.06 | 09/16/2024 | A | 55,946 | (6) | 09/16/2034 | Class A Common Stock | 55,946 | $ 0 | 55,946 | D | ||||
| Stock Option (Right to Buy) | $ 8.8 | 09/16/2024 | M | 1,654 (1) | (7) | 10/14/2029 | Class A Common Stock | 1,654 | $ 0 | 126,346 | D | ||||
| Stock Option (Right to Buy) | $ 8.8 | 09/17/2024 | M | 46,600 (1) | (7) | 10/14/2029 | Class A Common Stock | 46,600 | $ 0 | 79,746 | D | ||||
| Stock Option (Right to Buy) | $ 8.8 | 09/18/2024 | M | 51,746 (1) | (7) | 10/14/2029 | Class A Common Stock | 51,746 | $ 0 | 28,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Adkins Katherine C/O AFFIRM HOLDINGS, INC. 650 CALIFORNIA STREET SAN FRANCISCO, CA 94108 |
Chief Legal Officer | |||
| /s/ Josh Samples, Attorney-in-Fact | 09/18/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2024. |
| (2) | Represents the weighted average sale price of the shares sold from $45.00 to $45.03 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | Represents the weighted average sale price of the shares sold from $45.00 to $45.01 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| (5) | The RSUs vest as to 25% of the shares on September 1, 2025 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date. |
| (6) | The stock options vest as to 25% of the underlying shares on September 1, 2025 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| (7) | The stock options vested as to 25% of the underlying shares on September 14, 2020, and the remainder vested in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |