| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/08/2024 |
3. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | 01/13/2028 | Class A Common Stock | 11,407 | $0 | D | |
| Restricted Stock Units | (2) | (2) | Class A Common Stock | 7,975 | $0 | D | |
| Restricted Stock Units | (3) | (3) | Class A Common Stock | 30,300 | $0 | D | |
| Restricted Stock Units | (4) | (4) | Class A Common Stock | 15,415 | $0 | D | |
| Restricted Stock Units | (5) | (5) | Class A Common Stock | 60,225 | $0 | D | |
| Restricted Stock Units | (6) | (6) | Class A Common Stock | 34,044 | $0 | D | |
| Stock Option (Right to Buy) | (7) | 01/13/2031 | Class A Common Stock | 121,500 | $49 | D | |
| Stock Option (Right to Buy) | (8) | 03/02/2032 | Class A Common Stock | 44,762 | $41.8 | D | |
| Stock Option (Right to Buy) | (9) | 06/08/2032 | Class A Common Stock | 25,807 | $23.33 | D | |
| Stock Option (Right to Buy) | (10) | 07/01/2032 | Class A Common Stock | 85,104 | $17.19 | D | |
| Stock Option (Right to Buy) | (11) | 09/16/2032 | Class A Common Stock | 40,951 | $22.3 | D | |
| Stock Option (Right to Buy) | (12) | 09/13/2033 | Class A Common Stock | 116,459 | $23.35 | D | |
| Stock Option (Right to Buy) | (13) | 09/16/2034 | Class A Common Stock | 47,953 | $44.06 | D | |
| Explanation of Responses: |
| 1. The restricted stock unit ("RSU") vests over four and one-half years, commencing as of January 1, 2021, the vesting commencement date. The first 5% of the shares vest on the six-month anniversary of the vesting commencement date, and the remainder of the shares vest in quarterly installments over the remaining four years, in annual aggregate amounts equal to 15%, 20%, 30% and 30%, respectively, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
| 2. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from April 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. |
| 3. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from August 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. |
| 4. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from October 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. |
| 5. The RSUs vest as to 25% of the shares on September 1, 2024 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date. |
| 6. The RSUs vest as to 25% of the shares on September 1, 2025 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date. |
| 7. Stock option vests with respect to 5% of the shares of Class A Common Stock underlying the stock option on the six-month anniversary of January 1, 2021, the vesting commencement date, and the remainder of the grant will vest in quarterly installments over a period of four years, in annual aggregate amounts equal to 15%, 20%, 30% and 30%, respectively, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. The Reporting Person can elect to exercise the stock option at any time, provided that the shares acquired upon exercise remain subject to the applicable vesting schedule. |
| 8. The stock options vest in 48 equal monthly installments beginning April 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| 9. The stock options vest in 24 equal monthly installments beginning August 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| 10. The stock options vest in 48 equal monthly installments beginning August 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| 11. The stock options vest in 48 equal monthly installments beginning October 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| 12. The stock options vest as to 25% of the underlying shares on September 1, 2024 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| 13. The stock options vest as to 25% of the underlying shares on September 1, 2025 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date. |
| Remarks: |
| /s/ Josh Samples, Attorney-in-Fact | 11/13/2024 | |
| ** 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 5 (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. | ||