Co-Founder King Ryan A covered exercise/tax liability with 4,175 shares, disposed of 15,455,019 shares and acquired 15,411,169 shares, decreasing direct ownership by 2% to 196,900 units (SEC Form 4)
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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 06/12/2025 | F | 4,175(1) | D | $27 | 196,900(2)(3) | D | |||
Common Stock | 06/13/2025 | J(4) | 196,900 | D | (4) | 0 | D | |||
Common Stock | 06/13/2025 | J(4) | 12,183,739 | D | (4) | 0 | I | See footnote(5) | ||
Common Stock | 06/13/2025 | J(4) | 900,000 | D | (4) | 0 | I | See footnote(6) | ||
Common Stock | 06/13/2025 | J(4) | 900,000 | D | (4) | 0 | I | See footnote(7) | ||
Common Stock | 06/13/2025 | J(4) | 303,930 | D | (4) | 0 | I | See footnote(8) | ||
Common Stock | 06/13/2025 | J(4) | 225,000 | D | (4) | 0 | I | See footnote(9) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(10) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(11) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(12) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(13) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(14) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(15) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(16) | ||
Common Stock | 06/13/2025 | J(4) | 87,700 | D | (4) | 0 | I | See footnote(17) | ||
Common Stock | 06/13/2025 | J(4) | 43,850 | D | (4) | 0 | I | See footnote(18) | ||
Class A Common Stock | 06/13/2025 | J(4) | 196,900 | A | (4) | 196,900(2)(19) | D | |||
Class A Common Stock | 06/13/2025 | J(4) | 12,183,739 | A | (4) | 12,183,739 | I | See footnote(5) | ||
Class A Common Stock | 06/13/2025 | J(4) | 900,000 | A | (4) | 900,000 | I | See footnote(6) | ||
Class A Common Stock | 06/13/2025 | J(4) | 900,000 | A | (4) | 900,000 | I | See footnote(7) | ||
Class A Common Stock | 06/13/2025 | J(4) | 303,930 | A | (4) | 303,930 | I | See footnote(8) | ||
Class A Common Stock | 06/13/2025 | J(4) | 225,000 | A | (4) | 225,000 | I | See footnote(9) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(10) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(11) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(12) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(13) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(14) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(15) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(16) | ||
Class A Common Stock | 06/13/2025 | J(4) | 87,700 | A | (4) | 87,700 | I | See footnote(17) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 21,899 | (20) | (20) | Class A Common Stock | 21,899 | (21) | 21,899 | D | ||||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 12,183,739 | (20) | (20) | Class A Common Stock | 12,183,739 | (21) | 12,183,739 | I | See footnote(5) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 900,000 | (20) | (20) | Class A Common Stock | 900,000 | (21) | 900,000 | I | See footnote(6) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 900,000 | (20) | (20) | Class A Common Stock | 900,000 | (21) | 900,000 | I | See footnote(7) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 303,930 | (20) | (20) | Class A Common Stock | 303,930 | (21) | 303,930 | I | See footnote(8) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 225,000 | (20) | (20) | Class A Common Stock | 225,000 | (21) | 225,000 | I | See footnote(9) | |||
Class B Common Stock | (4) | 06/13/2025 | J(21) | 87,700 | (4) | (4) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(10) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (4) | (4) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(11) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(12) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(13) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(14) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(15) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(16) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 87,700 | (20) | (20) | Class A Common Stock | 87,700 | (21) | 87,700 | I | See footnote(17) | |||
Class B Common Stock | (20) | 06/13/2025 | J(21) | 43,850 | (20) | (20) | Class A Common Stock | 43,850 | (21) | 43,850 | I | See footnote(18) | |||
Employee Stock Option (Right to Buy) | $7.67 | 06/13/2025 | J(22) | 2,367,925 | (23) | 01/27/2030 | Common Stock | 2,367,925 | (22) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $7.67 | 06/13/2025 | J(22) | 2,367,925 | (23) | 01/27/2030 | Class A Common Stock | 2,367,925 | (22) | 2,367,925 | D | ||||
Employee Stock Option (Right to Buy) | $13.89 | 06/13/2025 | J(22) | 885,602 | (24) | 03/28/2033 | Common Stock | 885,602 | (22) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $13.89 | 06/13/2025 | J(22) | 885,602 | (24) | 03/28/2033 | Class A Common Stock | 885,602 | (22) | 885,602 | D | ||||
Employee Stock Option (Right to Buy | $17.35 | 06/13/2025 | J(22) | 700,000 | (25) | 03/29/2034 | Common Stock | 700,000 | (22) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $17.35 | 06/13/2025 | J(22) | 700,000 | (25) | 03/29/2034 | Class A Common Stock | 700,000 | (22) | 700,000 | D | ||||
Employee Stock Option (Right to Buy | $17.35 | 06/13/2025 | J(22) | 200,000 | (25) | 03/29/2034 | Common Stock | 200,000 | (22) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $17.35 | 06/13/2025 | J(22) | 200,000 | (25) | 03/29/2034 | Class A Common Stock | 200,000 | (22) | 200,000 | D | ||||
Performance Stock Units | (26)(27) | 06/13/2025 | J(27) | 600,000 | (28) | (28) | Common Stock | 600,000 | (27) | 0 | D | ||||
Performance Stock Units | (27)(29) | 06/13/2025 | J(27) | 600,000 | (28) | (28) | Class A Common Stock | 600,000 | (27) | 600,000 | D |
Explanation of Responses: |
1. These shares have been withheld by the Issuer, in an exempt disposition to the Issuer under Rule 16b-3(e), to satisfy its income tax withholding and remittance obligations in connection with the net settlement of restricted stock units ("RSUs") pursuant to the Issuer's initial public offering of Class A Common Stock (the "IPO"). |
2. Immediately prior to the completion of the IPO, each share of Common Stock was automatically reclassified into one share of Class A Common Stock and each share of Class A Common Stock issued following the vesting and settlement of an RSU may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the holder. |
3. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions of each RSU. |
4. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's IPO. |
5. The shares are held by the King Family Trust, for which the Reporting Person serves as attorney-in-fact. |
6. The shares are held by King Irrevocable Trust A, for which the Reporting Person serves as attorney-in-fact. |
7. The shares are held by King Irrevocable Trust M, for which the Reporting Person serves as attorney-in-fact. |
8. The shares are held by Peninsula Living Trust, for which the Reporting Person serves as attorney-in-fact. |
9. The shares are held by King Grantor Trust MV, for which the Reporting Person serves as attorney-in-fact. |
10. The shares are held by King Gift Trust AK, for which the Reporting Person serves as attorney-in-fact. |
11. The shares are held by King Gift Trust AV, for which the Reporting Person serves as attorney-in-fact. |
12. The shares are held by King Gift Trust CV, for which the Reporting Person serves as attorney-in-fact. |
13. The shares are held by King Gift Trust EK, for which the Reporting Person serves as attorney-in-fact. |
14. The shares are held by King Gift Trust LK, for which the Reporting Person serves as attorney-in-fact. |
15. The shares are held by King Gift Trust MK, for which the Reporting Person serves as attorney-in-fact. |
16. The shares are held by King Gift Trust NV, for which the Reporting Person serves as attorney-in-fact. |
17. The shares are held by King Gift Trust SK, for which the Reporting Person serves as attorney-in-fact. |
18. The shares are held by Maureen Vergara, a member of the Reporting Person's family. |
19. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions. |
20. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
21. Following the reclassification of Common Stock into Class A Common Stock, all shares of Class A Common Stock were exchanged at a 1:1 ratio for shares of Class B Common Stock in a transaction previously approved by the Issuer's board of directors. |
22. Immediately prior to the completion of the IPO, each share of Common Stock was automatically reclassified into one share of Class A Common Stock and upon exercise of the option, such shares of Class A Common Stock may be exchanged at a 1:1 ratio for shares of Class B Common Stock at the election of the holder. |
23. All of the shares subject to the option are fully vested and exercisable as of the date hereof. |
24. This option, originally for 900,000 shares, vested as to 1/48th of the shares on April 29, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. |
25. 1/48th of the shares subject to the option vested on March 15, 2024 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. |
26. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions. |
27. Immediately prior to the completion of the IPO, each share of Common Stock was automatically reclassified into one share of Class A Common Stock and each share of Class A Common Stock issued following the vesting and settlement of a PSU may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the holder. |
28. The performance stock units vest based on the Issuer's stock price performance over a performance period beginning on the first trading day immediately following a 180 calendar day period that begins on (and includes) the first trading day after the IPO and ends on the eighth anniversary of the first trading day after the IPO, subject to the Reporting Person satisfying certain service-based conditions. |
29. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions. |
Remarks: |
Due to a 30-line item limitation in Table I, this is the first of two Forms 4 filed by the Reporting Person. |
/s/ Theresa Bloom, by power of attorney | 06/13/2025 | |
** 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. |