| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/11/2025 |
3. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 16,166,706 | (1) | I | See footnote(2)(3) |
| Series A-2 Preferred Stock | (4) | (4) | Common Stock | 5,069,680 | (4) | I | See footnote(3)(5) |
| Series B Preferred Stock | (6) | (6) | Common Stock | 2,385,950 | (6) | I | See footnote(3)(7) |
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock will automatically convert into Common Stock on a 1.0089020772-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO") and has no expiration date. |
| 2. These shares are held as follows: (i) 6,555,280 shares by Crosslink Crossover Fund VI, L.P. ("CO VI"); (ii) 6,263,780 shares by Crosslink Ventures VII, L.P. ("CV VII"); (iii) 2,684,056 shares by Crosslink Ventures VII-B, L.P. ("CV VII-B"); and (iv) 663,590 shares by Crosslink Bayview VII, LLC ("CB VII"). |
| 3. The Reporting Person is: (i) a managing member of Crosslink Ventures VII Holdings, LLC, which is the general partner of CV VII and CV VII-B and the manager of CB VII; and (ii) a fund manager for Crossover Fund VI Management, L.L.C., the general partner of CO VI. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| 4. Each share of Series A-2 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. |
| 5. These shares are held as follows: (i) 2,908,030 shares by CV VII; (ii) 1,246,100 shares by CV VII-B; (iii) 607,470 shares by CO VI; and (iv) 308,080 shares by CB VII. |
| 6. Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. |
| 7. These shares are held as follows: (i) 1,554,930 shares by CV VII; (ii) 666,290 shares by CV VII-B; and (iii) 164,730 shares by CB VII. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Theresa Bloom, by power of attorney | 06/11/2025 | |
| ** 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 5 (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. | ||