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
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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).
1. Name and Address of Reporting Person*
MORRIS NIGEL W

(Last) (First) (Middle)
C/O REMITLY GLOBAL, INC.
1111 3RD AVE., 21ST FLOOR

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Remitly Global, Inc. [ RELY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/27/2021 C 1,348,840 A (1) 1,693,840 I By QED Fund II, L.P.(2)
Common Stock 09/27/2021 C 851,788 A (1) 2,545,628 I By QED Fund II, L.P.(2)
Common Stock 09/27/2021 C 733,912 A (1) 3,279,540 I By QED Fund II, L.P.(2)
Common Stock 09/27/2021 S 1,715,000 D $43 1,564,540 I By QED Fund II, L.P.(2)
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
Series A Preferred Stock (1) 09/27/2021 C 1,348,840 (1) (1) Common Stock 1,348,840 $0.00 0 I By QED Fund II, L.P.(2)
Series B Preferred Stock (1) 09/27/2021 C 851,788 (1) (1) Common Stock 851,788 $0.00 0 I By QED Fund II, L.P.(2)
Series C Preferred Stock (1) 09/27/2021 C 733,912 (1) (1) Common Stock 733,912 $0.00 0 I By QED Fund II, L.P.(2)
Restricted Stock Units (RSUs) (3) 08/12/2021 A 30,000 (4) 08/12/2031 Common Stock 30,000 $0.00 30,000 D
Explanation of Responses:
1. Each share of the issuer's Series Seed, Series Seed Prime, Series A, Series B, Series C, Series D, Series E and Series F Preferred Stock automatically converted into one (1) share of the issuer's Common Stock on September 27, 2021 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-259167) under the Securities Act of 1933, as amended, and had no expiration date.
2. These securities are held of record by QED Fund II, L.P. ("QED LP"), which is managed by QED Partners II, LLC ("QED LLC"). Nigel Morris, a director of the issuer, is the managing partner of QED LLC and may be deemed to have sole voting and dispositive control over the shares held by QED LP. Mr. Morris disclaims beneficial ownership of the shares held by QED LP, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
3. Each RSU represents a contingent right to receive one (1) share of the issuer's Common Stock upon settlement.
4. The RSUs vest as to 1/16th of the total shares underlying the RSUs on November 25, 2021 and then 1/16th of the total shares vest on each February 25, May 25, August 25 and November 25 thereafter, with 100% of the total shares underlying the RSUs vested on August 25, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
Remarks:
/s/ Saema Somalya as attorney-in-fact 09/27/2021
** 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).
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