0001866390-23-000018.txt : 20230110 0001866390-23-000018.hdr.sgml : 20230110 20230110114600 ACCESSION NUMBER: 0001866390-23-000018 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230101 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Mairi CENTRAL INDEX KEY: 0001959557 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40952 FILM NUMBER: 23520224 MAIL ADDRESS: STREET 1: C/O BABYLON HOLDINGS LIMITED STREET 2: 2500 BEE CAVE ROAD, BUILDING 1 SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Babylon Holdings Ltd CENTRAL INDEX KEY: 0001866390 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 2500 BEE CAVE ROAD STREET 2: BLDG 1, STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-967-3787 MAIL ADDRESS: STREET 1: 2500 BEE CAVE ROAD STREET 2: BLDG 1, STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 3 1 wf-form3_167336914613845.xml FORM 3 X0206 3 2023-01-01 0 0001866390 Babylon Holdings Ltd BBLN 0001959557 Johnson Mairi 2500 BEE CAVE ROAD BLDG. 1, SUITE 400 AUSTIN TX 78746 1 0 0 0 Class A ordinary shares 503 D Class A ordinary shares (earnout shares) 1552000 I By Spouse indirectly through ALP Partners Limited Class A ordinary shares 4693983 I By Spouse indirectly through ALP Partners Limited Class A ordinary shares 160000 I By Spouse Restricted share units Class A ordinary shares 2088.0 D Performance share units Class A ordinary shares 160000.0 I By Spouse The earnout shares are subject to transfer restrictions which are to be released in four equal portions subject to achieving milestones on the trading price of the Class A ordinary shares on the NYSE of $312.50, $375, $437.50 and $500, within and for specified time periods. If the milestones are not met, all of the earnout shares for which the applicable milestone has not been met will be automatically converted into redeemable shares which the issuer can redeem for $1.00. The restricted share units ("RSUs") were awarded under the Babylon Holdings Limited 2021 Equity Incentive Plan (the "2021 Plan") and are made up of three separate awards. The first award for 497 Class A ordinary shares vests on March 14, 2025. The second award for 1,360 Class A ordinary shares vests in equal quarterly installments beginning February 1, 2023. The third award for 231 Class A ordinary shares vests in equal quarterly installments beginning March 14, 2023. Vested RSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the RSUs' vesting date. Each RSU and PSU represents a contingent right to receive one Class A ordinary share. The performance share units ("PSUs") were awarded under the 2021 Plan and vest in three tranches consisting of 50%, 25% and 25% of the PSUs. Each such tranche of PSUs vests upon the earlier of the date on which the issuer's (i) Class A ordinary shares achieve a specified price per share or (ii) market capitalization in respect of its Class A ordinary shares meets a specified dollar threshold. Vested PSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the PSUs' vesting date. /s/ Mairi Johnson 2023-01-10 EX-24 2 mairijohnson-section16powe.htm POWER OF ATTORNEY MAIRI JOHNSON

POWER OF ATTORNEY

       With respect to holdings of and transactions in securities issued by Babylon Holdings Limited (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2022.


/s/ Mairi Johnson
Mairi Johnson

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

David Humphreys  Chief Financial Officer
Samira Lowman  Chief Administrative Officer