Director Reed Andrew Phillips converted options into 25,969,417 shares, bought $1,980,000 worth of shares (60,000 units at $33.00) and sold $53,869,661 worth of shares (1,709,334 units at $31.51) (SEC Form 4)
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Computer Software: Prepackaged Software
Technology
| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Figma, Inc. [ FIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 08/01/2025 | C | 19,332,982 | A | $0 | 23,439,105 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | ||
| Class A Common Stock | 08/01/2025 | C | 6,503,880 | A | $0 | 7,544,850 | I | Sequoia Grove II, LLC(3) | ||
| Class A Common Stock | 08/01/2025 | C | 132,555 | A | $0 | 153,770 | I | Sequoia Grove UK, L.P.(3) | ||
| Class A Common Stock | 08/01/2025 | P(4) | 60,000 | A | $33 | 60,000 | I | Sequoia Capital US/E Expansion Fund I, L.P.(2) | ||
| Class A Common Stock | 08/01/2025 | S(4) | 1,286,711 | D | $31.515 | 22,152,394 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | ||
| Class A Common Stock | 08/01/2025 | S(4) | 414,182 | D | $31.515 | 7,130,668 | I | Sequoia Grove II, LLC(3) | ||
| Class A Common Stock | 08/01/2025 | S(4) | 8,441 | D | $31.515 | 145,329 | I | Sequoia Grove UK, L.P.(3) | ||
| Class A Common Stock | 1,077,911 | I | SC U.S. Growth IX Management, L.P.(2) | |||||||
| Class A Common Stock | 1,971,015 | I | SC US/E Growth X Management, L.P.(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series Seed Preferred Stock | (1) | 08/01/2025 | C | 1,079,864 | (1) | (1) | Class A Common Stock | 1,079,864 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | |||
| Series Seed Preferred Stock | (1) | 08/01/2025 | C | 381,255 | (1) | (1) | Class A Common Stock | 381,255 | $0 | 0 | I | Sequoia Grove II, LLC(3) | |||
| Series Seed Preferred Stock | (1) | 08/01/2025 | C | 7,770 | (1) | (1) | Class A Common Stock | 7,770 | $0 | 0 | I | Sequoia Grove UK, L.P.(3) | |||
| Series A Preferred Stock | (1) | 08/01/2025 | C | 519,908 | (1) | (1) | Class A Common Stock | 519,908 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | |||
| Series A Preferred Stock | (1) | 08/01/2025 | C | 186,705 | (1) | (1) | Class A Common Stock | 186,705 | $0 | 0 | I | Sequoia Grove II, LLC(3) | |||
| Series A Preferred Stock | (1) | 08/01/2025 | C | 3,805 | (1) | (1) | Class A Common Stock | 3,805 | $0 | 0 | I | Sequoia Grove UK, L.P.(3) | |||
| Series C Preferred Stock | (1) | 08/01/2025 | C | 16,072,225 | (1) | (1) | Class A Common Stock | 16,072,225 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | |||
| Series C Preferred Stock | (1) | 08/01/2025 | C | 5,766,240 | (1) | (1) | Class A Common Stock | 5,766,240 | $0 | 0 | I | Sequoia Grove II, LLC(3) | |||
| Series C Preferred Stock | (1) | 08/01/2025 | C | 117,520 | (1) | (1) | Class A Common Stock | 117,520 | $0 | 0 | I | Sequoia Grove UK, L.P.(3) | |||
| Series D Preferred Stock | (1) | 08/01/2025 | C | 470,660 | (1) | (1) | Class A Common Stock | 470,660 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | |||
| Series D Preferred Stock | (1) | 08/01/2025 | C | 169,680 | (1) | (1) | Class A Common Stock | 169,680 | $0 | 0 | I | Sequoia Grove II, LLC(3) | |||
| Series D Preferred Stock | (1) | 08/01/2025 | C | 3,460 | (1) | (1) | Class A Common Stock | 3,460 | $0 | 0 | I | Sequoia Grove UK, L.P.(3) | |||
| Series E Preferred Stock | (1) | 08/01/2025 | C | 1,190,325 | (1) | (1) | Class A Common Stock | 1,190,325 | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VIII, L.P.(2) | |||
| Explanation of Responses: |
| 1. The Series Seed Preferred Stock, Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into Class A Common stock of the Issuer on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The securities had no expiration date. |
| 2. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth IX Management, L.P., (ii) the general partner of SC US/E Growth X Management, L.P., (iii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. and (iv) the general partner of SC US/E Expansion Fund I Management, L.P, which is the general partner of Sequoia Capital US/E Expansion Fund I, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. The Reporting Person is a member of Sequoia Grove II, LLC and a limited partner of Sequoia Grove UK, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 4. The reported purchase and sale transactions represent sales by the specified funds as selling stockholders in the Issuer's initial public offering and a purchase by Sequoia Capital US/E Expansion Fund I, L.P. of shares of common stock from the underwriters in the issuer's initial public offering. |
| /s/ Jung Yeon Son, by power of attorney for Andrew Reed | 08/05/2025 | |
| ** 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. | ||