Sec Form 4 Filing - NASPERS LTD @ Remitly Global, Inc. - 2021-09-27

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
NASPERS LTD
2. Issuer Name and Ticker or Trading Symbol
Remitly Global, Inc. [ RELY]
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)
NASPERS LIMITED, NASIONALE PERS SENTRUM 40 HEERENGRACHT
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2021
(Street)
CAPE TOWN, T38001
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
Common Stock 09/27/2021 C( 1 ) 36,745,350 A 36,760,350 I See Footnotes ( 3 ) ( 4 )
Common Stock 09/27/2021 P( 5 ) 581,395 A $ 43 37,341,745 I See Footnotes ( 3 ) ( 4 )
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 Seed Prime Convertible Preferred Stock ( 2 ) 09/27/2021 C 71,621 ( 2 ) ( 2 ) Common Stock 71,621 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Series A Convertible Preferred Stock ( 2 ) 09/27/2021 C 1,262,230 ( 2 ) ( 2 ) Common Stock 1,262,230 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Series C Convertible Preferred Stock ( 2 ) 09/27/2021 C 1,616,743 ( 2 ) ( 2 ) Common Stock 1,616,743 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Series D Convertible Preferred Stock ( 2 ) 09/27/2021 C 26,375,481 ( 2 ) ( 2 ) Common Stock 26,375,481 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Series E Convertible Preferred Stock ( 2 ) 09/27/2021 C 1,678,810 ( 2 ) ( 2 ) Common Stock 1,678,810 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Series F Convertible Preferred Stock ( 2 ) 09/27/2021 C 5,740,465 ( 2 ) ( 2 ) Common Stock 5,740,465 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NASPERS LTD
NASPERS LIMITED
NASIONALE PERS SENTRUM 40 HEERENGRACHT
CAPE TOWN, T38001
X
PayU Fintech Investments B.V.
GUSTAV MAHLERPLEIN 5
AMSTERDAM, P71082 MS
X
Prosus N.V.
SYMPHONY OFFICES
GUSTAV MAHLERPLEIN 5
AMSTERDAM, P71082 MS
X
Signatures
/s/ Nico Marais, Authorized Representative Naspers Limited 09/27/2021
Signature of Reporting Person Date
/s/ Nico Marais, Authorized Representative Prosus N.V. 09/27/2021
Signature of Reporting Person Date
/s/ Serge de Reus, Director PayU Fintech Investments B.V 09/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total represents shares received upon conversion of shares of Series Seed Prime Convertible Preferred Stock, Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock.
( 2 )The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
( 3 )Represents shares directly held by PayU Fintech Investments B.V. ("PayU") and indirectly held by Prosus N.V. and Naspers Ltd. PayU is a subsidiary of MIH Fintech Holdings B.V., which in turn is a subsidiary of MIH e-Commerce Holdings B.V., which in turn is a subsidiary of MIH Internet Holdings B.V., which is in turn a subsidiary of Prosus N.V., which is an indirect, majority-owned subsidiary of Naspers Ltd. PayU is controlled by Prosus N.V. and Naspers Ltd., which share voting and dispositive control over the shares held by PayU.
( 4 )(Continued from Footnote 3) Naspers Ltd. employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers Ltd. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein. Laurent Le Moal, a member of board of directors of the Issuer, is the Chief Executive Officer of PayU, but has no voting or dispositive control over the shares held by PayU.
( 5 )Represents shares of Common Stock purchased from the Issuer in a private placement that closed immediately following the Issuer's initial public offering.

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