0001144204-17-047928.txt : 20170913 0001144204-17-047928.hdr.sgml : 20170913 20170913211310 ACCESSION NUMBER: 0001144204-17-047928 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170913 FILED AS OF DATE: 20170913 DATE AS OF CHANGE: 20170913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Osborne Ian CENTRAL INDEX KEY: 0001715393 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38202 FILM NUMBER: 171084431 MAIL ADDRESS: STREET 1: YALDING HOUSE STREET 2: 152 GREAT PORTLAND STREET CITY: LONDON STATE: X0 ZIP: W1W6AJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palihapitiya Chamath CENTRAL INDEX KEY: 0001715450 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38202 FILM NUMBER: 171084432 MAIL ADDRESS: STREET 1: C/O SOCIAL CAPITAL STREET 2: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCH Sponsor Corp. CENTRAL INDEX KEY: 0001706947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38202 FILM NUMBER: 171084433 BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Social Capital Hedosophia Holdings Corp. CENTRAL INDEX KEY: 0001706946 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 3 1 v474922_3.xml FORM 3 X0206 3 2017-09-13 0 0001706946 Social Capital Hedosophia Holdings Corp. IPOA 0001706947 SCH Sponsor Corp. C/O SOCIAL CAPITAL 120 HAWTHORNE AVENUE PALO ALTO CA 94301 0 0 1 0 0001715450 Palihapitiya Chamath C/O SOCIAL CAPITAL 120 HAWTHORNE AVENUE PALO ALTO CA 94301 0 1 1 0 CEO and Chairman of BOD 0001715393 Osborne Ian C/O SOCIAL CAPITAL 120 HAWTHORNE AVENUE PALO ALTO CA 94301 1 1 1 0 President Class B Ordinary Shares Class A Ordinary Shares 14375000 D SCH Sponsor Corp. ("Sponsor") directly owns 14,375,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), of Social Capital Hedosophia Holdings Corp. (the "Issuer"), including 1,875,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, such Class B Shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the Sponsor's option, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Messrs. Palihapitiya and Osborne may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Messrs. Palihapitiya and Osborne disclaims beneficial ownership of the securities reported herein. Exhibit 24.1 - Powers of Attorney /s/ Sachin Sood, Attorney-in-Fact 2017-09-13 EX-24.1 2 v474922_ex24-1.htm EXHIBIT 24.1

 

Exhibit 24.1

 

POWER OF ATTORNEY
(for Section 16 Filings)

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Chamath Palihapitiya, Ian Osborne, Sachin Sood, Philip Deutch and Simon Williams, each acting alone, as the undersigned’s true and lawful attorney-in-fact, to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Social Capital Hedosophia Holdings Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 13th day of September, 2017.

 

  /s/ Chamath Palihapitiya
 

SCH Sponsor Corp.

Name: Chamath Palihapitiya

Title : Chief Executive Officer

 

 

 

  

POWER OF ATTORNEY
(for Section 16 Filings)

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Chamath Palihapitiya, Ian Osborne, Sachin Sood, Philip Deutch and Simon Williams, each acting alone, as the undersigned’s true and lawful attorney-in-fact, to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Social Capital Hedosophia Holdings Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 13th day of September, 2017.

 

  /s/ Chamath Palihapitiya
  Name:  Chamath Palihapitiya

 

 

 

  

POWER OF ATTORNEY
(for Section 16 Filings)

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Chamath Palihapitiya, Ian Osborne, Sachin Sood, Philip Deutch and Simon Williams, each acting alone, as the undersigned’s true and lawful attorney-in-fact, to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Social Capital Hedosophia Holdings Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 13th day of September, 2017.

 

  /s/ Ian Osborne
  Name:  Ian Osborne