Statement of Changes in Beneficial Ownership (4)
04 November 2021 - 9:12AM
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
*
Adkins Katherine |
2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc.
[
AFRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O AFFIRM HOLDINGS, INC., 650 CALIFORNIA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2021 |
(Street)
SAN FRANCISCO, CA 94108
(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)
_X
_ Form filed by One Reporting Person
___ 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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Class A Common Stock | 11/1/2021 | | M | | 1660 | A | $62.52 | 10924 | D | |
Class A Common Stock | 11/1/2021 | | M | | 2325 | A | $0 | 13249 | D | |
Class A Common Stock | 11/1/2021 | | M | | 165 | A | $0 | 13414 | D | |
Class A Common Stock | 11/1/2021 | | F | | 1128 (1) | D | $152.66 | 12286 | D | |
Class A Common Stock | 11/1/2021 | | S | | 1200 (2) | D | $151.6433 (3) | 11086 | D | |
Class A Common Stock | 11/1/2021 | | S | | 3229 (2) | D | $152.4063 (4) | 7857 | D | |
Class A Common Stock | 11/1/2021 | | S | | 901 (2) | D | $153.6154 (5) | 6956 | D | |
Class A Common Stock | 11/1/2021 | | S | | 3700 (2) | D | $154.6268 (6) | 3256 | D | |
Class A Common Stock | 11/1/2021 | | S | | 500 (2) | D | $155.15 (7) | 2756 | D | |
Class A Common Stock | 11/1/2021 | | S | | 500 (2) | D | $156.648 (8) | 2256 | D | |
Class A Common Stock | 11/1/2021 | | S | | 594 (2) | D | $159.4839 (9) | 1662 | D | |
Class A Common Stock | 11/1/2021 | | S | | 300 (2) | D | $162.9267 (10) | 1362 | D | |
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 |
Stock Option (Right to Buy) | $62.52 | 11/1/2021 | | M | | | 1660 | (11) | 6/1/2031 | Class A Common Stock | 1660.0 | $0 | 24915 | D | |
Restricted Stock Units | (12) | 11/1/2021 | | M | | | 2325 | (13) | 10/26/2027 | Class A Common Stock | 2325.0 | $0 | 20925 | D | |
Restricted Stock Units | (12) | 11/1/2021 | | M | | | 165 | (14) | (14) | Class A Common Stock | 165.0 | $0 | 7119 | D | |
Explanation of Responses: |
(1) | Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the settlement of shares of Common Stock underlying the Reporting Person's restricted stock units that vested on November 1, 2021. |
(2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2021. |
(3) | Represents the weighted average sale price of the shares sold from $151.03 to $151.98 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) | Represents the weighted average sale price of the shares sold from $152.06 to $152.95 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. |
(5) | Represents the weighted average sale price of the shares sold from $153.10 to $153.99 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. |
(6) | Represents the weighted average sale price of the shares sold from $154.13 to $155.11 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. |
(7) | Represents the weighted average sale price of the shares sold from $155.13 to $155.17 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. |
(8) | Represents the weighted average sale price of the shares sold from $156.15 to $157.09 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. |
(9) | Represents the weighted average sale price of the shares sold from $158.99 to $159.93 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. |
(10) | Represents the weighted average sale price of the shares sold from $162.91 to $162.96 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. |
(11) | The stock option vests in 48 equal monthly installments after June 1, 2021, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
(12) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(13) | The RSUs vest in 24 equal monthly installments after August 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
(14) | The RSUs vest in 48 equal monthly installments after June 1, 2021, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Adkins Katherine C/O AFFIRM HOLDINGS, INC. 650 CALIFORNIA STREET SAN FRANCISCO, CA 94108 |
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| Chief Legal Officer |
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Signatures
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/s/ David Ritenour, Attorney-in-Fact | | 11/3/2021 |
**Signature of Reporting Person | Date |
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