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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/01/2024 | M | 13,419 | A | $0 | 244,444(1) | D | |||
Class A Common Stock | 12/01/2024 | F | 5,282(2) | D | $70.01 | 239,162 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (3) | 12/01/2024 | M | 294 | (4) | 07/14/2028 | Class A Common Stock | 294 | $0 | 492 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 1,667 | (5) | (5) | Class A Common Stock | 1,667 | $0 | 3,334 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 1,666 | (6) | (6) | Class A Common Stock | 1,666 | $0 | 10,001 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 2,083 | (7) | (7) | Class A Common Stock | 2,083 | $0 | 16,667 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 3,334 | (8) | (8) | Class A Common Stock | 3,334 | $0 | 30,000 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 1,875 | (9) | (9) | Class A Common Stock | 1,875 | $0 | 3,750 | D | ||||
Restricted Stock Units | (3) | 12/01/2024 | M | 2,500 | (10) | (10) | Class A Common Stock | 2,500 | $0 | 25,000 | D |
Explanation of Responses: |
1. Includes 59 shares of common stock purchased in an exempt transaction under the issuer's employee stock purchase plan. |
2. Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the settlement of shares of Common Stock underlying the Reporting Person's restricted stock units that vested on December 1, 2024. |
3. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
4. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from July 1, 2021 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
5. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from September 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date. |
6. Grant of Restricted Stock Units (RSUs) under the Issuer's Amended and Restated 2012 Stock Plan. The RSUs vest in twelve quarterly installments beginning September 1, 2023. |
7. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of one year beginning July 1, 2023, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
8. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of three years beginning June 1, 2024, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
9. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of one year beginning September 1, 2024, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
10. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of three years beginning September 1, 2024, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
Remarks: |
/s/ Josh Samples, Attorney-in-Fact | 12/03/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |