SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Philips Jeremy

(Last) (First) (Middle)
137 NEWBURY STREET, 8TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/09/2021 C 40,925 A $0.00 81,850 I See Footnote(1)
Class A Common Stock 09/09/2021 C 4,942 A $0.00 10,641 I See Footnote(2)
Class A Common Stock 09/09/2021 C 484,361 A $0.00 1,042,965 I See Footnote(3)
Class A Common Stock 09/09/2021 C 4,134,392 A $0.00 8,268,784 I See Footnote(4)
Class A Common Stock 09/13/2021 J(5) 8,268,784 D $0.00 0 I See Footnote(4)
Class A Common Stock 09/13/2021 J(6) 1,959,142 A $0.00 1,959,142 I See Footnote(7)
Class A Common Stock 09/13/2021 J(8) 81,850 D $0.00 0 I See Footnote(1)
Class A Common Stock 09/13/2021 J(9) 76,379 A $0.00 2,035,521 I See Footnote(7)
Class A Common Stock 09/13/2021 J(10) 968,722 D $0.00 74,243 I See Footnote(3)
Class A Common Stock 09/13/2021 J(11) 9,687 A $0.00 9,687 I See Footnote(12)
Class A Common Stock 09/13/2021 J(13) 9,884 D $0.00 757 I See Footnote(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (14) 09/09/2021 C 40,925 (14) (14) Class A Common Stock 40,925 (14) 0 I See Footnote(1)
Class B Common Stock (14) 09/09/2021 C 4,942 (14) (14) Class A Common Stock 4,942 (14) 0 I See Footnote(2)
Class B Common Stock (14) 09/09/2021 C 484,361 (14) (14) Class A Common Stock 484,361 (14) 0 I See Footnote(3)
Class B Common Stock (14) 09/09/2021 C 4,134,392 (14) (14) Class A Common Stock 4,134,392 (14) 0 I See Footnote(4)
Explanation of Responses:
1. These shares are held of record by Spark Capital Growth Founders' Fund, L.P. ("Spark Capital Growth FF"). Spark Growth Management Partners, LLC ("SGMP") is the general partner of Spark Capital Growth FF. The Reporting Person is the managing member of SGMP, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. These shares are held of record by Spark Capital Growth Founders' Fund III, L.P. ("Spark Capital Growth FF III"). Spark Growth Management Partners III, LLC ("SGMP III") is the general partner of Spark Capital Growth FF III. The Reporting Person is the managing member of SGMP III, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. These shares are held of record by Spark Capital Growth Fund III, L.P. ("Spark Capital Growth III"). SGMP III is the general partner of Spark Capital Growth III. The Reporting Person is the managing member of SGMP III, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. These shares are held of record by Spark Capital Growth Fund, L.P. ("Spark Capital Growth"). SGMP is the general partner of Spark Capital Growth. The Reporting Person is the managing member of SGMP, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital Growth to its general and limited partners.
6. Represents a change in the form of ownership of SGMP by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by Spark Capital Growth.
7. These shares are held of record by SGMP. The Reporting Person is the managing member of SGMP, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital Growth FF to its general and limited partners.
9. Represents a change in the form of ownership of SGMP by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by Spark Capital Growth FF.
10. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital Growth III to its general and limited partners.
11. Represents a change in the form of ownership of SGMP III by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by Spark Capital Growth III.
12. These shares are held of record by SGMP III. The Reporting Person is the managing member of SGMP III, which makes all voting and investment decisions for the fund through its investment committee, of which the Reporting Person is also a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
13. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital Growth FF III to its limited partners.
14. 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. The Class B Common Stock has no expiration date.
Remarks:
/s/ Jeremy Philips 09/13/2021
** Signature of Reporting Person 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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