SEC FORM 4

SEC FORM 4 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

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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).

1. Name and Address of Reporting Person^*

Stevens Elizabeth Ann

(Last)

(First)

(Middle)

1 POST STREET, FLOOR 11

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Opendoor Technologies Inc. [ OPEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Legal

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2020		A		275,740⁽¹⁾	A	⁽²⁾	275,740	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$1.01	12/18/2020		A		96,462		⁽³⁾	12/18/2028	Common Stock	96,462	⁽⁶⁾	96,462	D
Employee Stock Option	$1.01	12/18/2020		A		113,226		⁽⁴⁾	12/18/2028	Common Stock	113,228	⁽⁶⁾	113,226	D
Employee Stock Option	$1.42	12/18/2020		A		80,877		⁽⁵⁾	12/18/2028	Common Stock	80,877	⁽⁶⁾	80,877	D

Explanation of Responses:

1. Includes 242,799 restricted stock units subject to time based vesting. Each restricted stock unit represents a contingent right to receive one share of the Opendoor Technologies Inc.'s (the "Company's") Common Stock.

2. Pursuant to the consummation of the business combination of Social Capital Hedosophia Holdings Corp. II ("SCH") and Opendoor Labs Inc. (the "Business Combination"), SCH was domesticated, changing its name to Opendoor Technologies Inc. and each share of SCH Class A stock was automatically converted into the right to receive one share of the Company's Common Stock.

3. The option is vested as to 82,981 shares. The remaining shares vest in equal monthly installments beginning on January 12, 2021.

4. The option is vested as to 109,184 shares. The remaining shares vest equal monthly installments beginning on December 29, 2020.

5. The option is vested as to 60,657 shares. The remaining shares vest equal monthly installments beginning on January 13, 2021.

6. Received in connection with the Business Combination in exchange for an employee stock option to acquire shares of Opendoor Labs Inc.

	/s/ Carrie Wheeler, Attorney-in fact	12/22/2020
	** 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).
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