SEC Form SC 13D/A filed by SoFi Technologies Inc. (Amendment)

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 (Amendment No. 6)

 

SoFi Technologies, Inc.

(Name of Issuer)

 Common Stock, par value $0.0001 per share

 (Title of Class of Securities)

 83406F102

 (CUSIP Number)

 

August 16, 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.  ☐

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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(1)	Based on 922,377,054 Shares outstanding on July 29, 2022, as reported by the Issuer in its Form 10-Q filed with the SEC on August 9, 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).

(1)	Based on 922,377,054 Shares outstanding on July 29, 2022, as reported by the Issuer in its Form 10-Q filed with the SEC on August 9, 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

EXPLANATORY NOTE

 

This Amendment No. 6 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2021, as amended by the Schedule 13D Amendment No. 1 filed with the SEC on July 23, 2021, Schedule 13D Amendment No. 2 filed with the SEC on November 15, 2021, Schedule 13D Amendment No. 3 filed with the SEC on April 6, 2022, Schedule 13D Amendment No. 4 filed with the SEC on August 8, 2022 and Schedule 13D Amendment No. 5 filed with the SEC on August 11, 2022 (as amended by the Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), and its wholly owned subsidiary Delaware Project 10 L.L.C, a Delaware limited liability company (“Project 10 LLC”, and together with SoftBank, the “Reporting Persons”), with respect to the common stock, par value $0.0001 per share (the “Shares”), of SoFi Technologies, Inc., a Delaware corporation (the “Issuer”).

 

Other than as set forth below, all Items in the Schedule 13D are materially unchanged.  Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

 

 

Item 5 of the Schedule 13D is hereby amended and supplemented to include the following:

 

(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment is incorporated herein by reference.  Project 10 LLC beneficially owns 45,422,128 Shares, inclusive of 31,428 Shares underlying restricted stock unit awards to two former directors of the Issuer that were assigned to Project 10 LLC, which awards vested on June 14, 2022. Project 10 LLC’s beneficial ownership represents approximately 4.9% of the 922,377,054 Shares outstanding as of July 29, 2022, as reported by the Issuer in its Form 10-Q filed with the SEC on August 9, 2022.  Project 10 LLC is an indirect, wholly owned subsidiary of SoftBank.  As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 10 LLC.

 

 (c) On August 12, 2022, the Reporting Persons sold 4,600,000 Shares at a weighted average price of $7.57, with sales prices ranging from $7.31 to $7.69.  On August 15, 2022, the Reporting Persons sold 4,414,800 Shares at a weighted average price of $7.54, with sales prices ranging from $7.40 to $7.69.  On August 16, 2022, the Reporting Persons sold 5,046,433 Shares at a weighted average price of $7.51, with sales prices ranging from $7.20 to $7.80. On August 17, 2022, the Reporting Persons sold 4,200,000 Shares at a weighted average price of $7.05, with sales prices ranging from $6.82 to $7.43. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c).

 

Other than the sale of Shares in the open market transactions described above or previously reported in the Schedule 13D, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons set forth on Appendices A‑1 and A-4, has effected any transaction in Shares during the past sixty (60) days.

 

(d) Not Applicable

 

(e) On August 17, 2022, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

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