Silver Lake Group, L.L.C. - 28 May 2021 Form 4 Insider Report for SoFi Technologies, Inc. (SOFI)

Role
Director
Signature
By: /s/ Andrew J. Schader; Managing Director and General Counsel of Silver Lake Group, L.L.C.
Issuer symbol
SOFI
Transactions as of
28 May 2021
Net transactions value
$0
Form type
4
Filing time
02 Jun 2021, 18:38:16 UTC
Previous filing
26 May 2021
Next filing
22 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOFI Common Stock Award +37,883,895 37,883,895 28 May 2021 Held through Silver Lake Partners IV, L.P. F1, F2, F3, F5
transaction SOFI Common Stock Award +631,648 631,648 28 May 2021 Held through Silver Lake Technology Investors IV (Delaware II), L.P. F1, F2, F4, F5
transaction SOFI Series 1 Redeemable Preferred Stock Award +224,261 224,261 28 May 2021 Held through Silver Lake Partners IV, L.P. F1, F2, F3, F5
transaction SOFI Series 1 Redeemable Preferred Stock Award +3,739 3,739 28 May 2021 Held through Silver Lake Technology Investors IV (Delaware II), L.P. F1, F2, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SOFI Warrants Award +843,994 843,994 28 May 2021 Common Stock 843,994 $8.86 Held through Silver Lake Partners IV, L.P. F1, F2, F3, F5
transaction SOFI Warrants Award +14,071 14,071 28 May 2021 Common Stock 14,071 $8.86 Held through Silver Lake Technology Investors IV (Delaware II), L.P. F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities acquired in connection with the transactions consummated on May 28, 2021 pursuant to the terms of an Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (the "Merger Agreement"), by and among Social Capital Hedosophia Holdings Corp. V ("SCH"), Plutus Merger Sub Inc. ("Merger Sub"), a Delaware corporation and subsidiary of SCH, and Social Finance, Inc. ("SoFi"), pursuant to which Merger Sub merged with and into SoFi, with SoFi surviving the merger as a wholly owned subsidiary of SCH, which has changed its name to SoFi Technologies, Inc. (the "Issuer").
F2 Pursuant to the Merger Agreement, former stockholders (other than holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock) of SoFi received their pro rata portion of approximately 657,000,000 shares of common stock ("Common Stock") of the Issuer, former holders of Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of SoFi received Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Issuer on a one-for-one basis, and former holders of warrants to purchase Series H preferred stock of SoFi received warrants to purchase shares of Common Stock of the Issuer.
F3 These securities are directly owned by Silver Lake Partners IV, L.P. ("SLP IV").
F4 These securities are directly owned by Silver Lake Technology Investors IV (Delaware II), L.P. ("SLTI IV").
F5 Silver Lake Technology Associates IV, L.P. ("SLTA IV") is the general partner of SLP IV and SLTI IV. The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"), the managing member of which is SLG. Michael Bingle is a director of the Issuer and Vice Chairman of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP and SLG may be deemed to be a director by deputization of the Issuer.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.