SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gill Michelle

(Last)

(First)

(Middle)

C/O SOFI TECHNOLOGIES, INC.

234 1ST STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc. [ SOFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Group Business Leader

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2021		A		1,181,940	A	⁽¹⁾	1,181,940	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$6.19	05/28/2021		A		918,600		⁽²⁾	05/22/2028	Common Stock	918,600	⁽³⁾	918,600	D
Stock Options (right to buy)	$9.86	05/28/2021		A		1,118,295		⁽⁴⁾	05/22/2028	Common Stock	1,118,295	⁽⁵⁾	1,118,295	D
Restricted Stock Unit	⁽⁶⁾	05/28/2021		A		588,195		⁽⁷⁾	⁽⁷⁾	Common Stock	588,195	$0.00	588,195	D
Restricted Stock Unit	⁽⁸⁾	05/28/2021		A		784,260		⁽⁹⁾	⁽⁹⁾	Common Stock	784,260	$0.00	784,260	D
Restricted Stock Unit	⁽¹⁰⁾	05/28/2021		A		130,710		⁽¹¹⁾	⁽¹¹⁾	Common Stock	130,710	$0.00	130,710	D
Restricted Stock Unit	⁽¹²⁾	05/28/2021		A		220,171		⁽¹³⁾	⁽¹³⁾	Common Stock	220,171	$0.00	220,171	D
Restricted Stock Unit	⁽¹⁴⁾	05/28/2021		A		172,364		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	172,364	$0.00	172,364	D
Restricted Stock Unit	⁽¹⁶⁾	05/28/2021		A		699,596		⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	699,596	$0.00	699,596	D

Explanation of Responses:

1. Received in connection with the Issuer's business combination (the "Business Combination") with Social Finance, Inc. ("Legacy SoFi") in accordance with the terms of the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021, by and among the Issuer (f/k/a Social Capital Hedosophia Holdings Corp. V), Plutus Merger Sub Inc. ("Merger Sub") and Legacy SoFi (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy SoFi, with Legacy SoFi surviving the merger as a wholly-owned subsidiary of the Issuer.

2. 100% of the option is immediately exercisable. The option vested as to 25% of the total number of shares originally granted under the applicable option award on May 1, 2019, and thereafter vested and shall continue to vest as to 1/48th of such total number of shares in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date.

3. Received in connection with the Business Combination in exchange for options to acquire 527,083 shares of common stock of Legacy SoFi for $10.78 per share.

4. 100% of the option is immediately exercisable. The option vested as to 25% of the total number of shares originally granted under the applicable option award on May 1, 2019, and thereafter vested and shall continue to vest as to 1/48th of such total number of shares in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date.

5. Received in connection with the Business Combination in exchange for options to acquire 641,666 shares of common stock of Legacy SoFi for $17.18 per share.

6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

7. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as to 49,016 RSUs per month in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date, with each monthly installment representing 1/48th of the total number of RSUs originally granted pursuant to this award, as such total number was converted in the Business Combination.

8. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

9. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. These RSUs will vest as to 98,032 RSUs per quarter in eight equal quarterly installments beginning on March 14, 2022, subject to the reporting person's continued service with the Issuer through the applicable vesting date.

10. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

11. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. These RSUs will vest as to 16,338 RSUs per quarter in eight equal quarterly installments beginning on March 14, 2022, subject to the reporting person's continued service with the Issuer through the applicable vesting date.

12. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

13. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as to 47,179 RSUs per quarter in equal quarterly installments through March 14, 2022, and will vest as to 31,454 RSUs on June 14, 2022, in each case subject to the reporting person's continued service with the Issue through the applicable vesting date.

14. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

15. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as to 36,935 RSUs per quarter in equal quarterly installments through March 14, 2022, and will vest as to 24,624 RSUs on June 14, 2022, in each case subject to the reporting person's continued service with the Issue through the applicable vesting date.

16. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.

17. In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will vest as to 74,644 RSUs per quarter in equal quarterly installments for four quarters commencing on March 14, 2022, as to 36,533 RSUs per quarter in equal quarterly installments for four quarters commencing on March 14, 2023, and as to 63,720 RSUs per quarter in equal quarterly installments for four quarters commencing on March 14, 2024, in each case subject to the reporting person's continued service with the Issuer through the applicable vesting date.

	/s/ Deanna Smith, Attorney-in Fact	06/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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