Sec Form 4 Filing - Noto Anthony @ 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
Noto Anthony
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SOFI TECHNOLOGIES, INC., 234 1ST STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2021
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 2,202,952 A 2,202,952 D
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
Stock Options (right to buy) $ 6.19 05/28/2021 A 5,228,400 ( 2 ) 03/13/2028 Common Stock 5,228,400 ( 3 ) 5,228,400 D
Stock Options (right to buy) $ 9.86 05/28/2021 A 6,448,360 ( 4 ) 03/13/2028 Common Stock 6,448,360 ( 5 ) 6,448,360 D
Warrant (right to buy) $ 8.86 05/28/2021 A 22,581 ( 6 ) 05/29/2024 Common Stock 22,581 ( 7 ) 22,581 D
Restricted Stock Unit ( 8 ) 05/28/2021 A 2,236,592 ( 9 ) ( 9 ) Common Stock 2,236,592 $ 0 2,236,592 D
Restricted Stock Unit ( 10 ) 05/28/2021 A 1,517,649 ( 11 ) ( 11 ) Common Stock 1,517,649 $ 0 1,517,649 D
Restricted Stock Unit ( 12 ) 05/28/2021 A 3,774,599 ( 13 ) ( 13 ) Common Stock 3,774,599 $ 0 3,774,599 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noto Anthony
C/O SOFI TECHNOLOGIES, INC.
234 1ST STREET
SAN FRANCISCO, CA94105
X Chief Executive Officer
Signatures
/s/ Deanna Smith, Attorney-in-Fact 06/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's business combination (the "Business Combination") with Social Finance, Inc. ("Legacy SoFi") in accordance with the terms of the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021, by and among the Issuer (f/k/a Social Capital Hedosophia Holdings Corp. V), Plutus Merger Sub Inc. ("Merger Sub") and Legacy SoFi (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy SoFi, with Legacy SoFi surviving the merger as a wholly-owned subsidiary of the Issuer.
( 2 )100% of the option is immediately exercisable. The option vested as to 20% of the total number of shares on March 13, 2019, and thereafter vested and shall continue to vest as to 1/60th of the total number of shares in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date.
( 3 )Received in connection with the Business Combination in exchange for options to acquire 3,000,000 shares of common stock of Legacy SoFi for $10.78 per share.
( 4 )100% of the option is immediately exercisable. The option vested as to 20% of the total number of shares on March 13, 2019, and thereafter vested and shall continue to vest as to 1/60th of the total number of shares in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date.
( 5 )Received in connection with the Business Combination in exchange for options to acquire 3,700,000 shares of common stock of Legacy SoFi for $17.18 per share.
( 6 )The warrant is immediately exercisable in full.
( 7 )Received in connection with the Business Combination in exchange for warrants to acquire 12,957 shares of Series H Preferred Stock of Legacy SoFi for $15.4362 per share.
( 8 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.
( 9 )In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as to 101,663 RSUs per month in equal monthly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date, with each monthly installment representing 1/60th of the total number of RSUs originally granted pursuant to this award, as such total number was converted in the Business Combination.
( 10 )Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.
( 11 )In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as to 94,853 RSUs per quarter in equal quarterly installments, subject to the reporting person's continued service with the Issuer through the applicable vesting date, with each quarterly installment representing 1/20th of the total number of RSUs originally granted pursuant to this award, as such total number was converted in the Business Combination.
( 12 )Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration.
( 13 )In connection with the Business Combination, the unvested portion of this Legacy SoFi outstanding RSU award was converted into an RSU award denominated in shares of the Issuer's common stock. The unvested portion of the outstanding RSU award will vest as to 425,172 RSUs per quarter in equal quarterly installments for four quarters commencing on March 14, 2023 and as to 518,478 RSUs per quarter in equal quarterly installments for four quarters commencing on March 14, 2024, in each case subject to the reporting person's continued service with the Issuer through the applicable vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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