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) 09/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Figure Technology Solutions, Inc. [ FIGR ] |
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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) |
Class A Common Stock | 620,559 | I | See footnote(1)(2) |
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 | (3) | (3) | Class A Common Stock | 1,573,861 | (3) | I | See footnote(2)(4) |
Series B Preferred Stock | (3) | (3) | Class A Common Stock | 2,002,803 | (3) | I | See footnote(2)(4) |
Series C Preferred Stock | (3) | (3) | Class A Common Stock | 661,095 | (3) | I | See footnote(2)(4) |
Series D Preferred Stock | (3) | (3) | Class A Common Stock | 2,261,700 | (3) | I | See footnote(2)(4) |
Explanation of Responses: |
1. Consists of (i) 408,643 shares of Class A Common Stock held by RPM Ventures III, L.P. ("RPM III") (for itself and as nominee for RPM Ventures III-A, L.P. ("RPM III-A")), (ii) 125,538 shares of Class A Common Stock held by BGW Ventures III, L.P. ("BGW III") and (iii) 86,378 shares of Class A Common Stock held by RPM Ventures IV, L.P. ("RPM IV") (for itself and as nominee for RPM Ventures IV-A, L.P. ("RPM IV-A")). |
2. The sole general partner for RPM III and RPM III-A is RPM Ventures III GP L.L.C. ("RPM III GP"). The sole general partner for BGW III is BGW Ventures III GP, L.L.C. ("BGW III GP"). The sole general partner for RPM IV and RPM IV-A is RPM Ventures IV GP L.L.C. ("RPM IV GP"). The managing members of each of RPM III GP, BGW III GP, and RPM IV GP are Adam Boyden, Anthony Grover, and Marc Weiser (the "Managing Members"). The Managing Members share voting and dispositive power with respect to the shares held directly by each of RPM III (for itself and nominee for RPM III-A), BGW III, and RPM IV (for itself and nominee for RPM IV-A). Each Managing Member disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
3. Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer will automatically convert into one share of Class A Common Stock. The preferred stock does not have an expiration date. |
4. Consists of (i) 1,573,861 Series A Preferred Stock, 2,002,803 Series B Preferred Stock, 661,095 Series C Preferred Stock and 42,195 Series D Preferred Stock held by RPM III (for itself and as nominee for RPM III-A), (ii) 1,314,825 Series D Preferred Stock held by BGW III and (iii) 904,680 Series D Preferred Stocck held by RPM IV (for itself and as nominee for RPM IV-A). |
Remarks: |
Exhibit 24 - Power of Attorney. |
/s/ Ron Chillemi, Attorney-in-Fact | 09/10/2025 | |
** 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. |