| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
VinFast Auto Ltd. [ VFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/05/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| FVN Series 1A Pref Shares - Call Option (obligated to sell) | (1) | 10/05/2026 | S(1) | 479,745,716 | 10/05/2026 | (1) | Ordinary Shares | 1,101,597 | (1) | 479,745,716 | D | ||||
| FVN Series 1B Pref Shares - Call Option (obligated to sell) | (2) | 10/05/2026 | S(2) | 101,166,305 | 10/05/2026 | (2) | Ordinary Shares | 186,241 | (2) | 101,166,305 | D | ||||
| FVN Series 3A Pref Shares - Call Option (obligated to sell) | (3) | 10/05/2026 | S(3) | 3,656,758,902 | 10/05/2026 | (3) | Ordinary Shares | 8,396,690 | (3) | 3,656,758,902 | D | ||||
| FVN Series 3B Pref Shares - Call Option (obligated to sell) | (4) | 10/05/2026 | S(4) | 771,118,471 | 10/05/2026 | (4) | Ordinary Shares | 1,419,584 | (4) | 771,118,471 | D | ||||
| FVN Series 5A Pref Shares - Call Option (obligated to sell) | (5) | 10/05/2026 | S(5) | 2,457,356,615 | 10/05/2026 | (5) | Ordinary Shares | 9,400,752 | (5) | 2,457,356,615 | D | ||||
| FVN Series 5B Pref Shares - Call Option (obligated to sell) | (6) | 10/05/2026 | S(6) | 4,337,975,510 | 10/05/2026 | (6) | Ordinary Shares | 3,386,133 | (6) | 4,337,975,510 | D | ||||
| Explanation of Responses: |
| 1. CPUD FVN01A preference shares ("FVN Series 1A Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 1A Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 435.5 FVN Series 1A Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 1A Pref Shares have no expiration date. |
| 2. CPUD FVN01B preference shares ("FVN Series 1B Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 1B Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 543.2 FVN Series 1B Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 1B Pref Shares have no expiration date. |
| 3. CPUD FVN03A preference shares ("FVN Series 3A Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 3A Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 435.5 FVN Series 3A Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 3A Pref Shares have no expiration date. |
| 4. CPUD FVN03B preference shares ("FVN Series 3B Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 3B Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 543.2 FVN Series 3B Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 3B Pref Shares have no expiration date. |
| 5. CPUD FVN05A preference shares ("FVN Series 5A Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 5A Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 261.4 FVN Series 5A Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 5A Pref Shares have no expiration date. |
| 6. CPUD FVN05B preference shares ("FVN Series 5B Pref Shares") in the capital of Future Production, Investment and Development Joint Stock Company ("Future"), a joint stock company organized in Vietnam. The FVN Series 5B Pref Shares are exchangeable for the Issuer's ordinary shares held by Mr. Pham or a company that he designates at an exchange rate of 1,281.1 FVN Series 5B Pref Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The FVN Series 5B Pref Shares have no expiration date. |
| /s/ Le Thi Dieu My, attorney-in-fact | 10/06/2026 | |
| ** 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. | ||