Softbank Group Corp. - May 28, 2021 Form 4 Insider Report for SoFi Technologies, Inc. (SOFI)

Role: Director, 10%+ Owner
Signature: Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP
Stock symbol: SOFI
Transactions as of: May 28, 2021
Transactions value $: -$150,000,000
Form type: 4
Date filed: 6/2/2021, 08:59 PM
Next filing: Jul 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SOFI	Common Stock	Award		+68.1M			68.1M	May 28, 2021	By SoftBank Group Capital Ltd	F1, F3, F4, F5
transaction	SOFI	Common Stock	Award		+64.7M			64.7M	May 28, 2021	By SB Sonic Holdco (UK) Ltd	F1, F3, F4, F5
transaction	SOFI	Common Stock	Disposed to Issuer	-$150M	-15M	-22.02%	$10.00	53.1M	May 28, 2021	By SoftBank Group Capital Ltd	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in exchange for shares of Social Finance Inc., a Delaware corporation ("Social Finance"), pursuant to the Agreement and Plan of Merger, dated as of January 7, 2021, as amended (the "Merger Agreement"), by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands corporation ("Social Capital"), Plutus Merger Sub Inc. ("Merger Sub") and Social Finance (and upon consummation of the business combination, the surviving Issuer as renamed "SoFi Technologies, Inc.").
F2	The shares were sold to the Issuer pursuant to a Share Repurchase Agreement, dated as of May 28, 2021, between SoftBank Group Capital Ltd ("SBGC") and the Issuer in accordance with the terms of the Merger Agreement.
F3	Under the Issuer's Certificate of Incorporation, the SoftBank Holders (as defined below) have the right to convert their shares into non-voting common stock ("Non-Voting Shares") of the Issuer. Further, pursuant to the Issuer's Certificate of Incorporation and a shareholders' agreement with the Issuer and certain other parties, in the event the Issuer becomes a bank holding company within the meaning of the Bank Holding Company Act of 1956, then the minimum number of shares held by the SoftBank Holders will automatically be converted into an equal number of Non-Voting Shares so that the SoftBank Holders, together with their affiliates, would not own or control, or be deemed to own or control, collectively, greater than 24.9% (or 14.9%, if required by the Board of Governors of the Federal Reserve Board) of the voting power of any class of voting securities of the Issuer.
F4	Michel Combes and Carlos Carniero de Medeiros, each a member of the board of directors of the Issuer, were elected as representatives of SoftBank Group Corp. ("SoftBank"), SBGC and SB Sonic HoldCo (UK) Limited ("SB Sonic" and together with SBGC, the "SoftBank Holders"). As a result, each of these entities is a director by deputization for Section 16 purposes.
F5	The shares are directly held by SBGC and SB Sonic. SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SBGC and SB Sonic. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.