Sec Form 4 Filing - Founders Fund V Management, LLC @ Affirm Holdings, Inc. - 2021-01-15

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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
Founders Fund V Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM]
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)
ONE LETTERMAN DRIVE, BUILDING D, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2021
(Street)
SAN FRANCISCO, CA94129
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 01/15/2021 P 75,000 A $ 49 75,000 I By Fund ( 1 )
Class A Common Stock 01/15/2021 C 550,000 A 1,486,909 I By Fund ( 3 )
Class A Common Stock 3,994,807 I By Fund ( 4 )
Class A Common Stock 1,074,604 I By Fund ( 5 )
Class A Common Stock 56,539 I By Fund ( 6 )
Class A Common Stock 2,205,293 I By Fund ( 7 )
Class A Common Stock 545,294 I By Fund ( 8 )
Class A Common Stock 27,418 I By Fund ( 9 )
Class A Common Stock 60,429 I By Fund ( 10 )
Class A Common Stock 142,857 I By LLC ( 11 )
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 ( 2 ) 01/15/2021 C 550,000 ( 2 ) ( 2 ) Class A Common Stock 550,000 $ 0 386,909 I By Fund ( 3 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 3,994,807 3,994,807 I By Fund ( 4 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 1,074,604 1,074,604 I By Fund ( 5 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 56,539 56,539 I By Fund ( 6 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,205,293 2,205,293 I By Fund ( 7 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 545,294 545,294 I By Fund ( 8 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 27,418 27,418 I By Fund ( 9 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 60,429 60,429 I By Fund ( 10 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 142,857 142,857 I By LLC ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Founders Fund V Management, LLC
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO, CA94129
X
Founders Fund V Entrepreneurs Fund, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO, CA94129
X
Founders Fund V Principals Fund, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO, CA94129
X
Founders Fund V, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO, CA94129
X
THIEL PETER
C/O THE FOUNDERS FUND
ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO
SAN FRANCISCO, CA94129
X
Singerman Brian Aaron
C/O THE FOUNDERS FUND
ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO
SAN FRANCISCO, CA94129
X
Signatures
The Founders Fund Management V LLC, By /s/ Brian Singerman, Managing Member 01/20/2021
Signature of Reporting Person Date
The Founders Fund V Entrepreneurs Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Brian Singerman, Managing Member 01/20/2021
Signature of Reporting Person Date
The Founders Fund V Principals Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Brian Singerman, Managing Member 01/20/2021
Signature of Reporting Person Date
The Founders Fund V, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Brian Singerman, Managing Member 01/20/2021
Signature of Reporting Person Date
/s/ Peter Thiel 01/20/2021
Signature of Reporting Person Date
/s/ Brian A. Singerman 01/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by FF Affirm Growth, LLC ("FF-Affirm"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-Affirm and, accordingly, may be deemed to beneficially own the shares held by FF-Affirm. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer, files separate Section 16 reports, and reported this purchase on a Form 4 filed on January 15, 2021.
( 2 )Each share of the Issuer's Class B common stock, par value $0.00001 per share ("Class B Common Stock"), is convertible at any time into one share of the Issuer's Class A common stock, par value $0.00001 per share ("Class A Common Stock"). The Class B Common Stock has no expiration date.
( 3 )Shares held by The Founders Fund Growth, LP ("FF-G"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-G and, accordingly, may be deemed to beneficially own the shares held by FF-G. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer and files separate Section 16 reports.
( 4 )Shares held by The Founders Fund V, LP ("FF-V"). The Founders Fund V Management, LLC ("FF-VM") is the general partner of FF-V and may be deemed to beneficially own the shares held by FF-V. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-V and, accordingly, may be deemed to beneficially own the shares held by FF-V. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
( 5 )Shares held by The Founders Fund V Principals Fund, LP ("FF-VP"). FF-VM is the general partner of FF-VP and may be deemed to beneficially own the shares held by FF-VP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VP and, accordingly, may be deemed to beneficially own the shares held by FF-VP. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
( 6 )Shares held by The Founders Fund V Entrepreneurs Fund, LP ("FF-VE"). FF-VM is the general partner of FF-VE and may be deemed to beneficially own the shares held by FF-VE. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VE and, accordingly, may be deemed to beneficially own the shares held by FF-VE. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
( 7 )Shares held by The Founders Fund VI, LP ("FF-VI"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-VI and, accordingly, may be deemed to beneficially own the shares held by FF-VI. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer and files separate Section 16 reports.
( 8 )Shares held by The Founders Fund VI Principals Fund, LP ("FF-VIP"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-VIP and, accordingly, may be deemed to beneficially own the shares held by FF-VIP. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer and files separate Section 16 reports.
( 9 )Shares held by The Founders Fund VI Entrepreneurs Fund, LP ("FF-VIE"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-VIE and, accordingly, may be deemed to beneficially own the shares held by FF-VIE. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer and files separate Section 16 reports.
( 10 )Shares held by The Founders Fund Growth Principals Fund, LP ("FF-GP"). Peter Thiel, Brian Singerman and Keith Rabois have shared voting and investment power over the shares held by FF-GP and, accordingly, may be deemed to beneficially own the shares held by FF-GP. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. Mr. Rabois is a director of the Issuer and files separate Section 16 reports.
( 11 )Shares held by Rivendell Investments 3 LLC. Peter Thiel is the beneficial owner of Rivendell Investments 3 LLC and has sole voting and investment power over the shares held by Rivendell Investments 3 LLC.

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* 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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