03/04/2026 | Press release | Distributed by Public on 03/04/2026 19:04
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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) | ||
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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 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 | ||||||||
| Restricted Stock Units | (1) | 03/02/2026 | M | 5,625,000 | (2) | 10/27/2028 | Class B Common Stock | 5,625,000 | $ 0 | 0 | D | ||||
| Class B Common Stock | (3) | 03/02/2026 | M | 5,625,000 | (3) | (3) | Class A Common Stock | 5,625,000 | $ 0 | 41,022,434 | D | ||||
| Class B Common Stock | (3) | 03/02/2026 | F(4) | 3,034,868 | (3) | (3) | Class A Common Stock | 3,034,868 | $29.39 | 37,987,566 | D | ||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 14,754,517 | 14,754,517 | I | See footnote(5) | |||||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 523,289 | 523,289 | I | By Trust(6) | |||||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 1,122,908 | 1,122,908 | I | By Trust(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Field Dylan C/O FIGMA, INC. 760 MARKET STREET, FLOOR 10 SAN FRANCISCO, CA 94102 |
X | X | President & CEO | |
| /s/ Brendan Mulligan, Attorney-in-Fact | 03/04/2026 | |
| **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 restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. |
| (2) | The award was granted subject to a performance-based vesting condition that was satisfied in connection with the Issuer's initial public offering, as well as service-based and market-based vesting conditions, with the market-based vesting condition comprised of three tranches representing 1,875,000, 3,750,000 and 5,625,000 of the underlying shares of the Issuer's Class B Common Stock, respectively, that were satisfied upon the achievement of certain public market capitalization targets as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025. The award settled with respect to 50% of the RSUs underlying the award on November 17, 2025 and with respect to the remaining 50% of the RSUs underlying the award on March 2, 2026. |
| (3) | Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| (4) | The transaction represents the number of shares of Class B Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of RSUs. |
| (5) | These shares are held of record by LLL Investments LLC which is associated with the Reporting Person. |
| (6) | These shares are held by the Field 2024 GRAT Remainder Trust, of which A7P Trust Company serves as trustee and may be replaced at the discretion of the Reporting Person. |
| (7) | These shares are held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced at the discretion of the Reporting Person. |