11/13/2024 | Press release | Distributed by Public on 11/13/2024 17:17
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 11/11/2024 | C | 17,000,000 | (1) | (1) | Class A Common Stock | 17,000,000 | $ 0 (1) | 157,802,990 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kim Bom C/O COUPANG, INC. 720 OLIVE WAY, SUITE 600 SEATTLE, WA 98101 |
X | X | CEO and Chairman |
/s/ Hae Cheong Chang, Attorney-in-Fact | 11/13/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the Reporting Person as the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock upon the option of the holder and has no expiration date. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. |
(2) | Each of these shares of Class A Common Stock was converted from Class B Common Stock at the option of the Reporting Person as the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock upon the option of the holder and has no expiration date. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-6(b) promulgated under the Act. |
(3) | This sale was a block sale facilitated by a large financial institution and was affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2024, which was entered into to satisfy significant financial requirements, including tax obligations. |
(4) | Represents shares of the Issuer's Class A Common Stock that the Reporting Person donated as a bona fide gift with no payment in consideration to a fund for charitable donations. Following the donation, the Reporting Person will not have a pecuniary interest in the gifted shares of Class A Common Stock. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-5 promulgated under the Act. |
Remarks: Exhibit 24 - Power of Attorney |