SEC Filing | Chime Financial, 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).

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^*

DST Global Advisors Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025

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
	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	06/13/2025		C⁽¹⁾		23,924,810	A	$0	23,924,810	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		12,291,630	A	$0	12,291,630	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		7,241,423	A	$0	7,241,423	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Common Stock	06/13/2025		C⁽¹⁾		3,765,541	A	$0	3,765,541	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Common Stock	06/13/2025		C⁽¹⁾		2,493,293	A	$0	2,493,293	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		2,063,270	A	$0	2,063,270	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		488,748	A	$0	488,748	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		23,924,810	D	$0	0	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		23,924,810	A	$0	23,924,810	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		12,291,630	D	$0	0	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		12,291,630	A	$0	12,291,630	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		7,241,423	D	$0	0	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		7,241,423	A	$0	7,241,423	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		3,765,541	D	$0	0	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		3,765,541	A	$0	3,765,541	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		2,493,293	D	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		2,493,293	A	$0	2,493,293	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		2,063,270	D	$0	0	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		2,063,270	A	$0	2,063,270	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		488,748	D	$0	0	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		488,748	A	$0	488,748	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾

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 D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			23,924,810	⁽¹⁾	⁽¹⁾	Common Stock	23,924,810	$0	0	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			12,291,630	⁽¹⁾	⁽¹⁾	Common Stock	12,291,630	$0	0	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			2,063,270	⁽¹⁾	⁽¹⁾	Common Stock	2,063,270	$0	0	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			1,913,980	⁽¹⁾	⁽¹⁾	Common Stock	1,913,980	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			7,241,423	⁽¹⁾	⁽¹⁾	Common Stock	7,241,423	$0	0	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			579,313	⁽¹⁾	⁽¹⁾	Common Stock	579,313	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			3,765,541	⁽¹⁾	⁽¹⁾	Common Stock	3,765,541	$0	0	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Series F Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			488,748	⁽¹⁾	⁽¹⁾	Common Stock	488,748	$0	0	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

DST Global Advisors Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DST Global VI, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DST Global VII, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DST Investments XXI, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DSTG VI Investments, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DSTG VI Investments-A, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DSTG VII Investments-1, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DSTG VII Investments-4, L.P.

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN,

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DST Managers VI Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DST Managers VII Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (CAYMAN) LTD

ONE CAPITAL PLACE, P.O. BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a one-for-one basis without payment of consideration. The Preferred Stock had no expiration date. Following conversion of the Preferred Stock into Common Stock and immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Shares held directly by DST Global VI, L.P.

3. Shares held directly by DST Investments XXI, L.P.

4. Shares held directly by DST Global VII, L.P.

5. Shares held directly by DSTG VII Investments-1, L.P.

6. Shares held directly by DSTG VI Investments-A, L.P.

7. Shares held directly by DSTG VI Investments, L.P.

8. Shares held directly by DSTG VII Investments-4, L.P.

9. DST Managers VI Limited ("DSTG Managers VI") is the general partner of each of DST Global VI, L.P., DST Investments XXI, L.P., DSTG VI Investments, L.P. and DSTG VI Investments-A, L.P. (collectively, the "DSTG VI Funds"). DSTG Managers VI is wholly-owned by DST Global Advisors Limited ("DST Global Advisors"). Each of DST Managers VI and DST Global Advisors disclaims beneficial ownership except to the extent of its pecuniary interest therein, if any.

10. DST Managers VII Limited ("DSTG Managers VII") is the general partner of each of DST Global VII, L.P., DSTG VII Investments-1, L.P. and DSTG VII Investments-4, L.P. (collectively, the "DSTG VII Funds"). DSTG Managers VII is wholly-owned by DST Global Advisors. Each of DST Managers VII and DST Global Advisors disclaims beneficial ownership except to the extent of its pecuniary interest therein, if any.

	DST Global VI, L.P. By: DST Managers VI Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DST Global VII, L.P. By: DST Managers VII Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DST Investments XXI, L.P. By: DST Managers VI Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DSTG VI Investments, L.P. By: DST Managers VI Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DSTG VI Investments-A, L.P. By: DST Managers VI Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DSTG VII Investments-1, L.P. By: DST Managers VII Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DSTG VII Investments-4, L.P. By: DST Managers VII Limited, its General Partner By: /s/ Despoina Zinonos, President	06/13/2025
	DST Managers VI Limited By: /s/ Despoina Zinonos, President	06/13/2025
	DST Managers VII Limited By: /s/ Despoina Zinonos, President	06/13/2025
	DST Global Advisors Ltd By: /s/ Despoina Zinonos, President	06/13/2025
	** 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.