SEC Filing | Affirm Holdings, Inc.

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SEC FORM 3 SEC Form 3

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^*

O'Hare Robert

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2024

3. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.

poa-section16robohare202

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Katherine Adkins, David Ritenour, Joshua Samples, Kaitlin Lunkenheimer and Jennifer Luce-Carbert as such person's true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to: (a) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Affirm Holdings, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (or any successor forms); (b) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (c) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, except that in respect of any person herein appointed as an attorney-in-fact of the undersigned, this Power of Attorney shall be revoked and shall cease to be effective immediately with respect to such person at such time as such person shall no longer be an officer or director of, or otherwise employed by, the Company or its subsidiaries. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 23rd day of October, 2024. /s/ Rob O’Hare Rob O’Hare