UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SoFi Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
83406F102
(CUSIP Number)
Kenneth A. Siegel, Esq.
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Scott Lesmes, Esq.
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Morrison & Foerster LLP
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David P. Slotkin, Esq.
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Shin-Marunouchi Building, 29th Floor
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Morrison & Foerster LLP
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5-1, Marunouchi 1-Chome
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2100 L Street, NW, Suite 900
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Chiyoda-ku, Tokyo, 100-6529 Japan
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Washington, DC 20037
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011-81-3-3214-6522
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(202) 887-1500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 1, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
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CUSIP NO. 83406F102
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1
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NAMES OF REPORTING PERSONS
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Delaware Project 10 L.L.C. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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95,281,895
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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95,281,895
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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95,281,895
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.5%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 828,591,590 Shares outstanding on February 15, 2022, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022, plus 81,856,112 Shares issued on March 3,
2022 in connection with the Issuer’s acquisition of Technisys S.A., as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 3, 2022.
(The terms used above are defined in the Explanatory Note of this Schedule 13D Amendment, and in Items 1, 2 and 6 of the Schedule 13D).
2/5
CUSIP NO. 83406F102
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1
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NAMES OF REPORTING PERSONS
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SoftBank Group Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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95,281,895
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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95,281,895
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