Statement of Changes in Beneficial Ownership (4)
05 January 2023 - 10:02AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
|
|
1. Name
and Address of Reporting Person *
Linford Michael |
2. Issuer Name and Ticker or Trading
Symbol Affirm Holdings, Inc. [ AFRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Financial Officer |
(Last)
(First)
(Middle)
C/O AFFIRM HOLDINGS, INC., 650 CALIFORNIA STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/1/2023
|
(Street)
SAN FRANCISCO, CA 94108
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
1/1/2023 |
|
M |
|
10078 |
A |
$0 |
88787 |
D |
|
Class A Common Stock |
1/1/2023 |
|
F |
|
3448 (1) |
D |
$9.67 |
85339 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Restricted Stock Units |
(2) |
1/1/2023 |
|
M |
|
|
3334 |
(3) |
12/31/2027 |
Class A Common Stock |
3334.0 |
$0 |
0 |
D |
|
Restricted Stock Units |
(2) |
1/1/2023 |
|
M |
|
|
4408 |
(4) |
(4) |
Class A Common Stock |
4408.0 |
$0 |
61715 |
D |
|
Restricted Stock Units |
(2) |
1/1/2023 |
|
M |
|
|
2336 |
(5) |
(5) |
Class A Common Stock |
2336.0 |
$0 |
102765 |
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 January 1, 2023. |
(2) |
Each Restricted Stock Unit
(RSUs) represents a contingent right to receive one share of the
Issuer's Class A Common Stock. |
(3) |
RSUs vest with respect to
the shares of Class A Common Stock underlying the RSUs in monthly
installments for a period of twenty-four months beginning on
January 1, 2021, the vesting commencement date, subject to the
Reporting Person's continued employment with the Issuer as of each
vesting date. |
(4) |
RSU grant vests over four
and one-half years, commencing as of January 1, 2021, the vesting
commencement date. The first 5% of the shares vest on the six-month
anniversary of the vesting commencement date, and the remainder of
the shares vest in quarterly installments over the remaining four
years, in annual aggregate amounts equal to 15%, 20%, 30% and 30%,
respectively, subject to the Reporting Person's continued
employment with the Issuer as of each vesting date. |
(5) |
The RSUs vest in 48 equal
monthly installments beginning October 1, 2022, subject to the
Reporting Person's continuous service with the Issuer as of each
vesting date. This grant has no expiration date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Linford Michael
C/O AFFIRM HOLDINGS, INC.
650 CALIFORNIA STREET
SAN FRANCISCO, CA 94108 |
|
|
Chief Financial Officer |
|
Signatures
|
/s/ David Ritenour,
Attorney-in-Fact |
|
1/4/2023 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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. |
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