| 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
Opendoor Technologies Inc. [ OPEN ] |
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 | A | 100,000(1) | A | $0 | 220,911(2) | D(3) | |||
| Common Stock | 633,705(4) | I | By Trust(5) | |||||||
| Common Stock | 79,205 | I | By GGV Capital LLC(6) | |||||||
| Common Stock | 15,029(7) | I | By GGV Capital V L.L.C.(8) | |||||||
| Common Stock | 132,133(2) | I | By Notable Capital Management, L.L.C.(9) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents an equal number of restricted stock unit ("RSU") award granted to the Reporting Person pursuant to the Issuer's non-employee director compensation policy and subject to time-based vesting. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs fully vest on the earlier to occur of (a) the date of the Issuer's next annual meeting of stockholders or (b) June 13, 2026, in each case subject to the Reporting Person's continued service to the Issuer as a non-employee director through the applicable vesting date. |
| 2. Gives effect to the transfer of 132,133 shares to Notable Capital Management, L.L.C. ("Notable Capital") for no consideration subsequent to the Reporting Person's most recent filing, which shares were previously held for the benefit of Notable Capital. |
| 3. Such shares are held for the benefit of Notable Capital. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. |
| 4. Gives effect to the receipt of shares from the transfer described in footnote 6. |
| 5. The shares are held of record by a family trust, as a trustee, the Reporting Person may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| 6. The shares are held of record by GGV Capital. As a managing member of GGV Capital, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Capital. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. |
| 7. Gives effect to the pro rata distribution of shares by GGV Capital V L.L.C. ("GGV V LLC") to its members for no consideration subsequent to the Reporting Person's most recent filing, which represented a change in the form of the Reporting Person's ownership that was not required to be reported under Section 16. |
| 8. The shares are held of record by GGV V LLC. As a managing member of GGV V LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. |
| 9. The shares are held of record by Notable Capital. As a managing member of Notable Capital, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Notable Capital. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein. |
| Remarks: |
| /s/ Carrie Wheeler, Attorney-in-fact | 06/17/2025 | |
| ** 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. | ||