Sec Form 4 Filing - SOFTBANK GROUP CORP @ SoFi Technologies, Inc. - 2021-05-28

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
SOFTBANK GROUP CORP
2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc. [ SOFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1-7-1 KAIGAN, MINATO-KU
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2021
(Street)
TOKYO, M0105-7537
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 05/28/2021 A 68,111,494 A 68,111,494 ( 3 ) I By SoftBank Group Capital Ltd ( 4 ) ( 5 )
Common Stock 05/28/2021 A 64,685,237 A 64,685,237 ( 3 ) I By SB Sonic Holdco (UK) Ltd ( 4 ) ( 5 )
Common Stock 05/28/2021 D 15,000,000 ( 2 ) D $ 10 53,111,494 ( 3 ) I By SoftBank Group Capital Ltd ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOFTBANK GROUP CORP
1-7-1 KAIGAN
MINATO-KU
TOKYO, M0105-7537
X X
SoftBank Group Capital Ltd
69 GROSVENOR ST
LONDON, X0W1K 3JP
X X
SB SONIC HOLDCO (UK) LTD
69 GROSVENOR ST
LONDON, X0W1K 3JP
X X
CARNEIRO DE MEDEIROS CARLOS HENRIQUE
C/O SOFTBANK GROUP CAPITAL LTD
69 GROSVENOR ST
LONDON, X0W1K 3JP
X
Combes Michel
C/O SOFTBANK GROUP CAPITAL LTD
69 GROSVENOR ST
LONDON, X0W1K 3JP
X
Signatures
Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP 06/02/2021
Signature of Reporting Person Date
Michel Combes, Director of SOFTBANK GROUP CAPITAL LTD 06/02/2021
Signature of Reporting Person Date
Adam Westhead, Director of SB SONIC HOLDCO (UK) LTD 06/02/2021
Signature of Reporting Person Date
Carlos Henrique Carneiro de Medeiros 06/02/2021
Signature of Reporting Person Date
Michel Combes 06/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.").
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.

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