Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF 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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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SUMITOMO MITSUI FINANCIAL GROUP, INC.
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-08-12
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3. Issuer Name and Ticker or Trading Symbol
Jefferies Financial Group Inc. [JEF]
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(Last)
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(First)
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(Middle)
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1-2, MARUNOUCHI 1-CHOME, , CHIYODA-KU
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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TOKYO
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M0
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100-0005
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SUMITOMO MITSUI FINANCIAL GROUP, INC.
1-2, MARUNOUCHI 1-CHOME,
CHIYODA-KU
TOKYO, M0100-0005
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Signatures
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SUMITOMO MITSUI FINANCIAL GROUP, INC., By: /s/ Kazuya Ikeda, Name: Kazuya Ikeda, Title: Managing Executive Officer and General Manager, Strategic Planning Dept., Global Business Unit
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2024-08-13
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Reflects shares of Series B Non-Voting Convertible Preferred Shares that will automatically convert into non-voting common stock of the issuer on the third anniversary of the date of issuance (and may convert into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC")). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares will convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer. The Series B Bon-Voting Convertible Preferred Shares do not have an expiration date.
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(2)
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The reported securities are held directly by SMBC, a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG").
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(3)
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The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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