Sec Form 3 Filing - Tencent Holdings Ltd @ Reddit, Inc. - 2024-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tencent Holdings Ltd
2. Issuer Name and Ticker or Trading Symbol
Reddit, Inc. [ RDDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LEVEL 29, THREE PACIFIC PLACE, 1 QUEEN'S ROAD EAST
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2024
(Street)
WANCHAI, K3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 50,425 I See footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 437,987 I See footnote ( 1 )
Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock 7,984,891 I See footnote ( 2 )
Series D-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class B Common Stock 3,543,124 I See footnote ( 2 )
Series E Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock 2,354,370 I See footnote ( 2 )
Series F-1 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 1,076,997 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tencent Holdings Ltd
LEVEL 29, THREE PACIFIC PLACE
1 QUEEN'S ROAD EAST
WANCHAI, K3
X
Tencent Cloud Europe B.V.
LEVEL 29, THREE PACIFIC PLACE
1 QUEEN'S ROAD EAST
WANCHAI, K3
X
Signatures
Tencent Holdings Limited By: /s/ Ma Huateng, Director 03/18/2024
Signature of Reporting Person Date
Tencent Cloud Europe B.V. By: /s/ Constant Pieter van der Merwe, Director 03/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited ("Tencent").
( 2 )Held of record by Tencent Cloud Europe B.V., a wholly-owned subsidiary of Tencent.
( 3 )Class B Common Stock, par value $0.0001 per share, is voluntarily convertible at any time, at the holder's election, into Class A Common Stock, par value $0.0001 per share, on a one-for-one basis and has no expiration date.
( 4 )Each of the Series D Preferred Stock and Series E Preferred Stock, each with a par value of $0.0001 per share, is voluntarily convertible on a one-for-one basis into shares of Class B Common Stock, prior to the closing of the initial public offering and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock and Series E Preferred Stock will convert automatically into shares of Class B Common Stock. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis.
( 5 )The Series D-1 Preferred Stock, par value of $0.0001 per share, is voluntarily convertible to Class D Preferred Stock on a one-for-one basis to the extent the sum of the voting power of all the shares of the capital stock of the Issuer held by Tencent Cloud Europe B.V. does not exceed 9.9% of all of the then-outstanding shares of the capital stock of the Issuer prior to the closing of the initial public offering. The Series D-1 Preferred Stock is also voluntarily convertible to Class B Common Stock on a one-for-one basis prior to the closing of the initial public offering and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series D-1 Preferred Stock will convert automatically into shares of Class B Common Stock. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis.
( 6 )The Series F-1 Preferred Stock, par value of $0.0001 per share, is voluntarily convertible to Class A Common Stock, on a one-for-one basis prior to the closing of the initial public offering and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series F-1 Preferred Stock will convert automatically into shares of Class A Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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