Sec Form 4 Filing - Tencent Holdings Ltd @ Reddit, Inc. - 2024-03-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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)
03/25/2024
(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 footnotes ( 5 )
Class A Common Stock 03/25/2024 C 3,200,000 A 3,200,000 I See footnotes ( 1 )
Class A Common Stock 03/25/2024 C 1,076,997 A 4,276,997 I See footnotes ( 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
Series D Preferred Stock ( 2 ) 03/25/2024 C 7,984,891 ( 2 ) ( 2 ) Class B Common Stock 7,984,891 ( 2 ) 0 I See footnotes ( 1 )
Series D-1 Preferred Stock ( 2 ) 03/25/2024 C 3,543,124 ( 2 ) ( 2 ) Class B Common Stock 3,543,124 ( 2 ) 0 I See footnotes ( 1 )
Series E Preferred Stock ( 2 ) 03/25/2024 C 2,354,370 ( 2 ) ( 2 ) Class B Common Stock 2,354,370 ( 2 ) 0 I See footnotes ( 1 )
Series F-1 Preferred Stock ( 4 ) 03/25/2024 C 1,076,997 ( 4 ) ( 4 ) Class A Common Stock 1,076,997 ( 4 ) 0 I See footnotes ( 1 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 437,987 437,987 I See footnotes ( 6 )
Class B Common Stock ( 2 ) 03/25/2024 C 7,984,891 ( 2 ) ( 2 ) Class A Common Stock 7,984,891 ( 2 ) 7,984,891 I See footnotes ( 1 )
Class B Common Stock ( 3 ) 03/25/2024 C 3,200,000 ( 3 ) ( 3 ) Class A Common Stock 3,200,000 ( 3 ) 4,784,891 I See footnotes ( 1 )
Class B Common Stock ( 2 ) 03/25/2024 C 3,543,124 ( 2 ) ( 2 ) Class A Common Stock 3,543,124 ( 2 ) 8,328,015 I See footnotes ( 1 )
Class B Common Stock ( 2 ) 03/25/2024 C 2,354,370 ( 2 ) ( 2 ) Class A Common Stock 2,354,370 ( 2 ) 10,682,385 I See footnotes ( 1 )
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 Tencent Cloud Europe B.V., a wholly-owned subsidiary of Tencent Holdings Limited ("Tencent").
( 2 )The Series D-1 Preferred Stock, par value of $0.0001 per share, Series E Preferred Stock, par value of $0.0001 per share, and Series D Preferred Stock, par value of $0.0001 per share, automatically converted into shares of Class B Common Stock, par value of $0.0001, on a one-for-one basis at the closing of the Issuer's initial public offering and had no expiration date. Class B Common Stock is convertible at any time, at the holder's election, or automatically in accordance with the governing documents of the Issuer, into Class A Common Stock, par value of $0.0001 per share, on a one-for-one basis and has no expiration date.
( 3 )Upon conversion of 3,200,000 of the 7,984,891 shares of the Series D Preferred Stock that automatically converted into shares of Class B Common Stock on a one-for-one basis at the closing of the Issuer's initial public offering and had no expiration date, pursuant to the terms of a certain capital stock conversion election, the resulting 3,200,000 shares of the Class B Common Stock were voluntarily converted into Class A Common Stock on a one-for-one basis and had no expiration date.
( 4 )The Series F-1 Preferred Stock, par value of $0.0001 per share, automatically converted into Class A Common Stock on a one-for-one basis at the closing of the Issuer's initial public offering and had no expiration date.
( 5 )Held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent.
( 6 )Held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent. Class B Common Stock is convertible at any time, at the holder's election, or automatically in accordance with the governing documents of the Issuer, into Class A Common Stock on a one-for-one basis and has no expiration date.

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