4//SEC Filing
SOFTBANK GROUP CORP 4
Accession 0001062993-21-005315
CIK 0001818874other
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 8:59 PM ET
Size
16.8 KB
Accession
0001062993-21-005315
Insider Transaction Report
Form 4
SOFTBANK CORP
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2021-05-28$10.00/sh−15,000,000$150,000,000→ 53,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+68,111,494→ 68,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+64,685,237→ 64,685,237 total(indirect: By SB Sonic Holdco (UK) Ltd)
SoftBank Group Capital Ltd
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2021-05-28$10.00/sh−15,000,000$150,000,000→ 53,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+68,111,494→ 68,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+64,685,237→ 64,685,237 total(indirect: By SB Sonic Holdco (UK) Ltd)
SB SONIC HOLDCO (UK) LTD
Director10% Owner
Transactions
- Award
Common Stock
2021-05-28+68,111,494→ 68,111,494 total(indirect: By SoftBank Group Capital Ltd) - Disposition to Issuer
Common Stock
2021-05-28$10.00/sh−15,000,000$150,000,000→ 53,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+64,685,237→ 64,685,237 total(indirect: By SB Sonic Holdco (UK) Ltd)
Combes Michel
Director
Transactions
- Disposition to Issuer
Common Stock
2021-05-28$10.00/sh−15,000,000$150,000,000→ 53,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+68,111,494→ 68,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+64,685,237→ 64,685,237 total(indirect: By SB Sonic Holdco (UK) Ltd)
Transactions
- Disposition to Issuer
Common Stock
2021-05-28$10.00/sh−15,000,000$150,000,000→ 53,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+68,111,494→ 68,111,494 total(indirect: By SoftBank Group Capital Ltd) - Award
Common Stock
2021-05-28+64,685,237→ 64,685,237 total(indirect: By SB Sonic Holdco (UK) Ltd)
Footnotes (5)
- [F1]Received in exchange for shares of Social Finance Inc., a Delaware corporation ("Social Finance"), pursuant to the Agreement and Plan of Merger, dated as of January 7, 2021, as amended (the "Merger Agreement"), by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands corporation ("Social Capital"), Plutus Merger Sub Inc. ("Merger Sub") and Social Finance (and upon consummation of the business combination, the surviving Issuer as renamed "SoFi Technologies, Inc.").
- [F2]The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of May 28, 2021, between SoftBank Group Capital Ltd ("SBGC") and the Issuer in accordance with the terms of the Merger Agreement.
- [F3]Under the Issuer's Certificate of Incorporation, the SoftBank Holders (as defined below) have the right to convert their shares into non-voting common stock ("Non-Voting Shares") of the Issuer. Further, pursuant to the Issuer's Certificate of Incorporation and a shareholders' agreement with the Issuer and certain other parties, in the event the Issuer becomes a bank holding company within the meaning of the Bank Holding Company Act of 1956, then the minimum number of shares held by the SoftBank Holders will automatically be converted into an equal number of Non-Voting Shares so that the SoftBank Holders, together with their affiliates, would not own or control, or be deemed to own or control, collectively, greater than 24.9% (or 14.9%, if required by the Board of Governors of the Federal Reserve Board) of the voting power of any class of voting securities of the Issuer.
- [F4]Michel Combes and Carlos Carniero de Medeiros, each a member of the board of directors of the Issuer, were elected as representatives of SoftBank Group Corp. ("SoftBank"), SBGC and SB Sonic HoldCo (UK) Limited ("SB Sonic" and together with SBGC, the "SoftBank Holders"). As a result, each of these entities is a director by deputization for Section 16 purposes.
- [F5]The shares are directly held by SBGC and SB Sonic. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SBGC and SB Sonic. 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.
Issuer
SoFi Technologies, Inc.
CIK 0001818874
Entity typeother
Related Parties
1- filerCIK 0001065521
Filing Metadata
- Form type
- 4
- Filed
- Jun 1, 8:00 PM ET
- Accepted
- Jun 2, 8:59 PM ET
- Size
- 16.8 KB