Initial Statement of Beneficial Ownership (3)
January 10 2023 - 4:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
*
Ferrand Paul-Henri |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2023
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3. Issuer Name and Ticker or Trading Symbol
Babylon Holdings Ltd [BBLN]
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(Last)
(First)
(Middle)
2500 BEE CAVE ROAD, BLDG. 1, SUITE 400 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer / |
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(Street)
AUSTIN, TX 78746
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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 ordinary shares | 161508 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
| Share Option (right to buy) | (1) | 3/2/2031 (1) | Class A ordinary shares | 30994.0 | $35.58 | D | |
| Performance share units | (2) | (2) | Class A ordinary shares | 160000.0 | (3) | D | |
| Explanation of Responses: |
| (1) | The share option was awarded under the Babylon Holdings Limited Long Term Incentive Plan and is fully vested as to 16,788 shares; the remainder vests in equal monthly installments beginning January 19, 2023. |
| (2) | The performance share units ("PSUs") were awarded under the Babylon Holdings Limited 2021 Equity Incentive Plan and vest in three tranches consisting of 50%, 25% and 25% of the PSUs. Each such tranche of PSUs vests upon the earlier of the date on which the issuer's (i) Class A ordinary shares achieve a specified price per share or (ii) market capitalization in respect of its Class A ordinary shares meets a specified dollar threshold. Vested PSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the PSUs' vesting date. |
| (3) | Each PSU represents a contingent right to receive one Class A ordinary share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ferrand Paul-Henri
2500 BEE CAVE ROAD
BLDG. 1, SUITE 400
AUSTIN, TX 78746 |
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| Chief Operating Officer |
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Signatures
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| /s/ Paul-Henri Ferrand | | 1/10/2023 |
| **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 control number. |
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