SEC Filing | Remitly Global, Inc

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Remitly Global, Inc. [ RELY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2021

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

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

	Form filed by One Reporting Person
X	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	09/27/2021		C⁽¹⁾		36,745,350	A	⁽²⁾	36,760,350	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	09/27/2021		P⁽⁵⁾		581,395	A	$43	37,341,745	I	See Footnotes⁽³⁾⁽⁴⁾

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)
Series Seed Prime Convertible Preferred Stock	⁽²⁾	09/27/2021		C			71,621	⁽²⁾	⁽²⁾	Common Stock	71,621	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽²⁾	09/27/2021		C			1,262,230	⁽²⁾	⁽²⁾	Common Stock	1,262,230	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽²⁾	09/27/2021		C			1,616,743	⁽²⁾	⁽²⁾	Common Stock	1,616,743	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	09/27/2021		C			26,375,481	⁽²⁾	⁽²⁾	Common Stock	26,375,481	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽²⁾	09/27/2021		C			1,678,810	⁽²⁾	⁽²⁾	Common Stock	1,678,810	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series F Convertible Preferred Stock	⁽²⁾	09/27/2021		C			5,740,465	⁽²⁾	⁽²⁾	Common Stock	5,740,465	⁽²⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PayU Fintech Investments B.V.

(Last)

(First)

(Middle)

GUSTAV MAHLERPLEIN 5

(Street)

AMSTERDAM

1082 MS

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prosus N.V.

(Last)

(First)

(Middle)

SYMPHONY OFFICES

GUSTAV MAHLERPLEIN 5

(Street)

AMSTERDAM

1082 MS

(City)

(State)

(Zip)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series Seed Prime Convertible Preferred Stock, Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock.

2. The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

3. Represents shares directly held by PayU Fintech Investments B.V. ("PayU") and indirectly held by Prosus N.V. and Naspers Ltd. PayU is a subsidiary of MIH Fintech Holdings B.V., which in turn is a subsidiary of MIH e-Commerce Holdings B.V., which in turn is a subsidiary of MIH Internet Holdings B.V., which is in turn a subsidiary of Prosus N.V., which is an indirect, majority-owned subsidiary of Naspers Ltd. PayU is controlled by Prosus N.V. and Naspers Ltd., which share voting and dispositive control over the shares held by PayU.

4. (Continued from Footnote 3) Naspers Ltd. employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers Ltd. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein. Laurent Le Moal, a member of board of directors of the Issuer, is the Chief Executive Officer of PayU, but has no voting or dispositive control over the shares held by PayU.

5. Represents shares of Common Stock purchased from the Issuer in a private placement that closed immediately following the Issuer's initial public offering.

Remarks:

	/s/ Nico Marais, Authorized Representative Naspers Limited	09/27/2021
	/s/ Nico Marais, Authorized Representative Prosus N.V.	09/27/2021
	/s/ Serge de Reus, Director PayU Fintech Investments B.V	09/27/2021
	** 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.