Anthony Noto - 16 Dec 2024 Form 4 Insider Report for SoFi Technologies, Inc. (SOFI)

Signature
/s/ Deanna M. Smith, Attorney-in-Fact
Issuer symbol
SOFI
Transactions as of
16 Dec 2024
Transactions value $
$0
Form type
4
Filing time
17 Dec 2024, 06:07:53 UTC
Previous filing
18 Sep 2024
Next filing
14 Jan 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SOFI Prepaid Forward Contract Other +2,000,000 2,000,000 16 Dec 2024 Common Stock 2,000,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 16, 2024, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated third-party dealer. The contract obligates the Reporting Person to deliver shares of the Issuer's Common Stock or, at the Reporting Person's election, settle the contract in cash, on a settlement date on or about February 7, 2028 (the "Maturity Date"). In exchange, the Reporting Person will receive an upfront cash payment of $22,463,200. The Reporting Person pledged 2,000,000 shares of the Issuer's Common Stock (the "Pledged Shares" or the "Base Amount") to secure his obligations under the contract. The Reporting Person will retain all voting, dividend and other rights in the Pledged Shares during the term of the pledge.
F2 If the Reporting Person does not elect to settle the contract in cash, the number of shares of the Issuer's Common Stock that may be delivered by the Reporting Person following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Common Stock prior to the Maturity Date (the "Settlement Price") is less than $30.74 ("Cap Level") but greater than $13.06 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price;
F3 (continued from footnote 2 on this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount.