0001104659-21-075992.txt : 20210602 0001104659-21-075992.hdr.sgml : 20210602 20210602212103 ACCESSION NUMBER: 0001104659-21-075992 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210528 FILED AS OF DATE: 20210602 DATE AS OF CHANGE: 20210602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gill Michelle CENTRAL INDEX KEY: 0001820540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39606 FILM NUMBER: 21991022 MAIL ADDRESS: STREET 1: 3450 SACRAMENTO STREET APT 348 CITY: SAN FRANCISCO STATE: CA ZIP: 94118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SoFi Technologies, Inc. CENTRAL INDEX KEY: 0001818874 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 981547291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 234 1ST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (855) 456-7634 MAIL ADDRESS: STREET 1: 234 1ST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Social Capital Hedosophia Holdings Corp. V DATE OF NAME CHANGE: 20200722 4 1 tm2118244-5_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-05-28 0 0001818874 SoFi Technologies, Inc. SOFI 0001820540 Gill Michelle C/O SOFI TECHNOLOGIES, INC. 234 1ST STREET SAN FRANCISCO CA 94105 0 1 0 0 EVP & Group Business Leader Common Stock 2021-05-28 4 A 0 1181940 A 1181940 D Stock Options (right to buy) 6.19 2021-05-28 4 A 0 918600 A 2028-05-22 Common Stock 918600 918600 D Stock Options (right to buy) 9.86 2021-05-28 4 A 0 1118295 A 2028-05-22 Common Stock 1118295 1118295 D Restricted Stock Unit 2021-05-28 4 A 0 588195 0.00 A Common Stock 588195 588195 D Restricted Stock Unit 2021-05-28 4 A 0 784260 0.00 A Common Stock 784260 784260 D Restricted Stock Unit 2021-05-28 4 A 0 130710 0.00 A Common Stock 130710 130710 D Restricted Stock Unit 2021-05-28 4 A 0 220171 0.00 A Common Stock 220171 220171 D Restricted Stock Unit 2021-05-28 4 A 0 172364 0.00 A Common Stock 172364 172364 D Restricted Stock Unit 2021-05-28 4 A 0 699596 0.00 A Common Stock 699596 699596 D 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. 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. 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. 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. 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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 2021-06-02