Chime (CHYM) Form 4/A: DST Converts Preferred into 49M+ Class A Shares
Chime Financial Form 4/A reports conversion and reclassification of pre-IPO preferred and common shares into Class A common stock, changing beneficial ownership structures for several DST-related entities.
Rhea-AI Filing Summary
Chime Financial Form 4/A reports conversion and reclassification of pre-IPO preferred and common shares into Class A common stock, changing beneficial ownership structures for several DST-related entities. The filing shows that a number of Series D, E and F preferred shares were converted one-for-one into common stock and then reclassified into Class A common stock in an exempt transaction. Multiple DST-managed funds are reported as acquiring Class A shares (for example, 23,924,810 shares by DST Global VI, L.P. and 12,291,630 shares by DST Investments XXI, L.P.), with corresponding disposals of common stock through conversion. The reporting clarifies indirect ownership chains through DST Managers, DST Global Advisors, Cardew Services, Galileo (PTC) and Despoina Zinonos, each disclaiming beneficial ownership except for any pecuniary interest.
Positive
- Conversions were one-for-one and non-cash, indicating corporate reclassification rather than market disposition
- Amendment adds transparency by naming additional reporting persons and clarifying the indirect ownership chain
Negative
- Large concentrated holdings remain with DST-related entities (multiple single-entity blocks in the millions of shares), which could concentrate voting power
- Disclaimers of beneficial ownership leave some ambiguity about economic versus voting control, requiring investors to consult issuer disclosures for full capitalization and control impact
Insights
TL;DR: Large block conversions shifted preferred holdings into Class A common under DST-managed entities, increasing public class counts without cash exchange.
The transactions reflect automatic one-for-one conversions of Series D/E/F preferred shares into common shares and a reclassification into Class A common stock as part of the issuer's IPO-related corporate actions. The reported movements are non-cash corporate reorganizations rather than open-market trades, so they change share class composition and beneficial ownership reporting but do not indicate immediate market buying or selling pressure. Significant counts include 23.9M and 12.3M Class A shares reported for specific DST funds, which may be material to capitalization tables and voting aggregates disclosed by the issuer.
TL;DR: The amendment adds additional reporting persons and documents layered ownership via DST and related entities, with standard disclaimers of beneficial ownership.
The amendment purpose is to include Cardew Services, Galileo (PTC) and Despoina Zinonos as reporting persons and to document the indirect ownership chain: DST Managers (VI/VII) → DST Global Advisors → Cardew Services → Galileo (PTC) → Ms. Zinonos. Each entity disclaims beneficial ownership except to the extent of pecuniary interest, a common disclosure when investment funds and manager entities are involved. The filing clarifies regulatory reporting but does not, by itself, signal a change in control or new economic exposure beyond the conversions and reclassifications described.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series D Preferred Stock | 23,924,810 | $0.00 | $0.00 |
| Conversion | Series D Preferred Stock | 12,291,630 | $0.00 | $0.00 |
| Conversion | Series D Preferred Stock | 2,063,270 | $0.00 | $0.00 |
| Conversion | Series D Preferred Stock | 1,913,980 | $0.00 | $0.00 |
| Conversion | Series E Preferred Stock | 7,241,423 | $0.00 | $0.00 |
| Conversion | Series E Preferred Stock | 579,313 | $0.00 | $0.00 |
| Conversion | Series E Preferred Stock | 3,765,541 | $0.00 | $0.00 |
| Conversion | Series F Preferred Stock | 488,748 | $0.00 | $0.00 |
| Conversion | Common Stock | 23,924,810 | $0.00 | $0.00 |
| Conversion | Common Stock | 12,291,630 | $0.00 | $0.00 |
| Conversion | Common Stock | 7,241,423 | $0.00 | $0.00 |
| Conversion | Common Stock | 3,765,541 | $0.00 | $0.00 |
| Conversion | Common Stock | 2,493,293 | $0.00 | $0.00 |
| Conversion | Common Stock | 2,063,270 | $0.00 | $0.00 |
| Conversion | Common Stock | 488,748 | $0.00 | $0.00 |
| Other | Common Stock | 23,924,810 | $0.00 | $0.00 |
| Other | Class A Common Stock | 23,924,810 | $0.00 | $0.00 |
| Other | Common Stock | 12,291,630 | $0.00 | $0.00 |
| Other | Class A Common Stock | 12,291,630 | $0.00 | $0.00 |
| Other | Common Stock | 7,241,423 | $0.00 | $0.00 |
| Other | Class A Common Stock | 7,241,423 | $0.00 | $0.00 |
| Other | Common Stock | 3,765,541 | $0.00 | $0.00 |
| Other | Class A Common Stock | 3,765,541 | $0.00 | $0.00 |
| Other | Common Stock | 2,493,293 | $0.00 | $0.00 |
| Other | Class A Common Stock | 2,493,293 | $0.00 | $0.00 |
| Other | Common Stock | 2,063,270 | $0.00 | $0.00 |
| Other | Class A Common Stock | 2,063,270 | $0.00 | $0.00 |
| Other | Common Stock | 488,748 | $0.00 | $0.00 |
| Other | Class A Common Stock | 488,748 | $0.00 | $0.00 |
Footnotes (10)
- F1. 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.
- F2. Shares held directly by DST Global VI, L.P.
- F3. Shares held directly by DST Investments XXI, L.P.
- F4. Shares held directly by DST Global VII, L.P.
- F5. Shares held directly by DSTG VII Investments-1, L.P.
- F6. Shares held directly by DSTG VI Investments-A, L.P.
- F7. Shares held directly by DSTG VI Investments, L.P.
- F8. Shares held directly by DSTG VII Investments-4, L.P.
- F9. 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. DSTG Managers VI is wholly-owned by DST Global Advisors Limited ("DST Global Advisors"). Cardew Services Limited ("Cardew Services") wholly owns DST Global Advisors. Galileo (PTC) Limited ("Galileo (PTC)") wholly owns Cardew Services. Despoina Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VI, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F10. 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. DSTG Managers VII is wholly-owned by DST Global Advisors. Cardew Services wholly owns DST Global Advisors. Galileo (PTC) wholly owns Cardew Services. Ms. Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VII, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
FAQ
What transactions are reported for CHYM in this Form 4/A?
Which entities were added as reporting persons by the amended filing?
Do the reporting persons claim beneficial ownership of the securities?
Were these transactions purchases or disposals on the open market?
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