| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WEALTHFRONT CORP [ WLTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/15/2025 | C | 2,370,596 | A | (1) | 2,370,596 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | ||
| Common Stock | 12/15/2025 | C | 779,009 | A | (1) | 3,149,605 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | ||
| Common Stock | 12/15/2025 | C | 207,734 | A | (1) | 3,357,339 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | ||
| Common Stock | 12/15/2025 | C | 35,007 | A | (1) | 35,007 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | ||
| Common Stock | 12/15/2025 | C | 11,528 | A | (1) | 46,535 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | ||
| Common Stock | 12/15/2025 | C | 3,074 | A | (1) | 49,609 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | ||
| Common Stock | 12/15/2025 | C | 2,876,772 | A | (1) | 6,243,474 | I | By Index Ventures VI (Jersey), L.P.(3)(4)(6) | ||
| Common Stock | 12/15/2025 | C | 2,913,888 | A | (1) | 9,157,362 | I | By Index Ventures VI (Jersey), L.P.(3)(4)(6) | ||
| Common Stock | 12/15/2025 | C | 58,068 | A | (1) | 126,014 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(7) | ||
| Common Stock | 12/15/2025 | C | 58,816 | A | (1) | 184,830 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(7) | ||
| Common Stock | 12/15/2025 | C | 37,148 | A | (1) | 80,608 | I | By Yucca (Jersey) SLP(3)(4)(8) | ||
| Common Stock | 12/15/2025 | C | 37,629 | A | (1) | 118,237 | I | By Yucca (Jersey) SLP(3)(4)(8) | ||
| Common Stock | 12/15/2025 | C | 30,450 | A | (1) | 148,687 | I | By Yucca (Jersey) SLP(3)(4)(8) | ||
| Common Stock | 12/15/2025 | C | 10,007 | A | (1) | 158,694 | I | By Yucca (Jersey) SLP(3)(4)(8) | ||
| Common Stock | 12/15/2025 | C | 2,669 | A | (1) | 161,363 | I | By Yucca (Jersey) SLP(3)(4)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series F Preferred Stock | (1) | 12/15/2025 | C | 2,370,596 | (1) | (1) | Common Stock | 2,370,596 | (1) | 0 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | |||
| Series G Preferred Stock | (1) | 12/15/2025 | C | 779,009 | (1) | (1) | Common Stock | 779,009 | (1) | 0 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | |||
| Series G-1 Preferred Stock | (1) | 12/15/2025 | C | 207,734 | (1) | (1) | Common Stock | 207,734 | (1) | 0 | I | By Index Ventures Growth II (Jersey), L.P.(2)(3)(4) | |||
| Series F Preferred Stock | (1) | 12/15/2025 | C | 35,007 | (1) | (1) | Common Stock | 35,007 | (1) | 0 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | |||
| Series G Preferred Stock | (1) | 12/15/2025 | C | 11,528 | (1) | (1) | Common Stock | 11,528 | (1) | 0 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | |||
| Series G-1 Preferred Stock | (1) | 12/15/2025 | C | 3,074 | (1) | (1) | Common Stock | 3,074 | (1) | 0 | I | By Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(5) | |||
| Series D Preferred Stock | (1) | 12/15/2025 | C | 2,876,772 | (1) | (1) | Common Stock | 2,876,772 | (1) | 0 | I | By Index Ventures VI (Jersey), L.P.(3)(4)(6) | |||
| Series E Preferred Stock | (1) | 12/15/2025 | C | 2,913,888 | (1) | (1) | Common Stock | 2,913,888 | (1) | 0 | I | By Index Ventures VI (Jersey), L.P.(3)(4)(6) | |||
| Series D Preferred Stock | (1) | 12/15/2025 | C | 58,068 | (1) | (1) | Common Stock | 58,068 | (1) | 0 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(7) | |||
| Series E Preferred Stock | (1) | 12/15/2025 | C | 58,816 | (1) | (1) | Common Stock | 58,816 | (1) | 0 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(3)(4)(7) | |||
| Series D Preferred Stock | (1) | 12/15/2025 | C | 37,148 | (1) | (1) | Common Stock | 37,148 | (1) | 0 | I | Yucca (Jersey) SLP(3)(4)(8) | |||
| Series E Preferred Stock | (1) | 12/15/2025 | C | 37,629 | (1) | (1) | Common Stock | 37,629 | (1) | 0 | I | By Yucca (Jersey) SLP(3)(4)(8) | |||
| Series F Preferred Stock | (1) | 12/15/2025 | C | 30,450 | (1) | (1) | Common Stock | 30,450 | (1) | 0 | I | By Yucca (Jersey) SLP(3)(4)(8) | |||
| Series G Preferred Stock | (1) | 12/15/2025 | C | 10,007 | (1) | (1) | Common Stock | 10,007 | (1) | 0 | I | By Yucca (Jersey) SLP(3)(4)(8) | |||
| Series G-1 Preferred Stock | (1) | 12/15/2025 | C | 2,669 | (1) | (1) | Common Stock | 2,669 | (1) | 0 | I | By Yucca (Jersey) SLP(3)(4)(8) | |||
| Explanation of Responses: |
| 1. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock, or Series G-1 Convertible Preferred Stock (collectively, "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-1. The securities have no expiration date. |
| 2. The reported securities are directly held by Index II (defined below). |
| 3. Index Venture Growth Associates II Limited ("IVGA II") is the managing general partner of Index Ventures Growth II (Jersey), L.P. ("Index II") and Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P. ("Index II PEF"). Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index Ventures VI (Jersey), L.P. ("Index VI") and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI PEF" and together with Index II, Index II PEF and Index VI, the "Index Funds"). Yucca (Jersey) SLP ("Yucca") is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index Funds' investment in the Issuer. |
| 4. The Reporting Person is a retired partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of the Index Funds. The Reporting Person disclaims beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 5. The reported securities are directly held by Index II PEF. |
| 6. The reported securities are directly held by Index VI. |
| 7. The reported securities are directly held by Index VI PEF. |
| 8. The reported securities are directly held by Yucca. |
| /s/ Lauren Lin, as Attorney-in-Fact | 12/15/2025 | |
| ** 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 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. | ||