Director Feuille James disposed of 23,766,254 shares, acquired 23,766,254 shares and converted options into 23,766,254 shares (SEC Form 4)
$CHYM
Finance: Consumer Services
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 06/13/2025 | C | 23,766,254 | A | (1)(2)(3) | 23,766,254(4) | I | See footnote(5) | ||
| Common Stock | 06/13/2025 | J(6) | 23,766,254 | D | (6) | 0 | I | See footnote(5) | ||
| Class A Common Stock | 06/13/2025 | J(6) | 23,766,254 | A | (6) | 23,766,254(4) | I | See footnote(5) | ||
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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 | ||||||||
| Series A Preferred Stock | (1) | 06/13/2025 | C | 16,166,706 | (1) | (1) | Common Stock | 16,310,624 | (1) | 0 | I | See footnote(5)(7) | |||
| Series A-2 Preferred Stock | (2) | 06/13/2025 | C | 5,069,680 | (2) | (2) | Common Stock | 5,069,680 | (2) | 0 | I | See footnote(5)(8) | |||
| Series B Preferred Stock | (3) | 06/13/2025 | C | 2,385,950 | (3) | (3) | Common Stock | 2,385,950 | (3) | 0 | I | See footnote(5)(9) | |||
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock automatically converted into Common Stock on a 1.0089020772-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO") and had no expiration date. |
| 2. Each share of Series A-2 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. |
| 3. Each share of Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. |
| 4. These shares are held as follows: (i) 7,221,106 shares held by Crosslink Crossover Fund VI, L.P. ("CO VI"); (ii) 10,782,501 shares held by Crosslink Ventures VII, L.P. ("CV VII"); (iii) 4,620,340 shares held by Crosslink Ventures VII-B, L.P. ("CV VII-B"); and (iv) 1,142,307 shares held by Crosslink Bayview VII, LLC ("CB VII"). |
| 5. The Reporting Person is: (i) a managing member of Crosslink Ventures VII Holdings, LLC, which is the general partner of CV VII and CV VII-B and the manager of CB VII; and (ii) a fund manager for Crossover Fund VI Management, L.L.C., the general partner of CO VI. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| 6. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 7. These shares were held as follows: (i) 6,555,280 shares held by CO VI; (ii) 6,263,780 shares held by CV VII; (iii) 2,684,056 shares held by CV VII-B; and (iv) 663,590 shares held by CB VII. |
| 8. These shares were held as follows: (i) 2,908,030 shares held by CV VII; (ii) 1,246,100 shares held by CV VII-B; (iii) 607,470 shares held by CO VI; and (iv) 308,080 shares held by CB VII. |
| 9. These shares were held as follows: (i) 1,554,930 shares held by CV VII; (ii) 666,290 shares held by CV VII-B; and (iii) 164,730 shares held by CB VII. |
| /s/ Theresa Bloom. by power of attorney | 06/13/2025 | |
| ** 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. | ||