SoFi Technologies Inc.

12/17/2024 | Press release | Distributed by Public on 12/17/2024 05:08

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Noto Anthony
2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc. [SOFI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SOFI TECHNOLOGIES, INC., 234 1ST STREET 		3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
(Street)
SAN FRANCISCO, CA 94105 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Prepaid Forward Contract (1)(2)(3) 12/16/2024 J/K(1)(2)(3) 2,000,000 (1)(2)(3) (1)(2)(3) Common Stock 2,000,000 (1)(2)(3) 2,000,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noto Anthony
C/O SOFI TECHNOLOGIES, INC.
234 1ST STREET
SAN FRANCISCO, CA 94105 		X Chief Executive Officer

Signatures

/s/ Deanna M. Smith, Attorney-in-Fact 12/17/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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;
(3) (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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.