08/01/2025 | Press release | Distributed by Public on 08/01/2025 18:25
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rasmussen Kris C/O FIGMA, INC. 760 MARKET STREET, FLOOR 10 SAN FRANCISCO, CA 94102 |
Chief Technology Officer | |||
| /s/ Brendan Mulligan, Attorney-in-Fact | 08/01/2025 | |
| **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) | The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a). |
| (2) | On June 2, 2025, the Reporting Person transferred as gifts, for no consideration, shares of the Issuer's Class A Common Stock to three separate trusts for the benefit of certain family members. The Reporting Person disclaims beneficial ownership and has no pecuniary interest in the securities transferred to such trusts. These pre-IPO transactions represent a reduction in the Reporting Person's beneficial ownership of the Issuer's Class A Common Stock. |
| (3) | Includes 1,788,188 restricted stock units ("RSUs") that vest in accordance with the terms of the applicable awards. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
| (4) | Represents an award of RSUs that was acquired through an exempt transaction with the Issuer. |
| (5) | Includes 7,208,329 RSUs that vest in accordance with the terms of the applicable awards. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
| (6) | The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of RSUs. |