Report of Proposed Sale of Securities (144)
01 Avril 2023 - 1:00AM
Edgar (US Regulatory)
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Form 144 Filer Information
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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Form 144 |
144: Issuer Information
| Name of Issuer | 360 DigiTech, Inc. |
| SEC File Number | 001-38752 |
| Address of Issuer | 7F, Lujiazui Finance Plaza
No. 1217 Dongfang Road, Pudong New Area
Shanghai
CHINA
200137 |
| Phone | (86) 21-6151-6360 |
| Name of Person for Whose Account the Securities are To Be Sold | Ruby Finance Holdings Ltd. |
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | - 10% shareholder with a director seat
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144: Securities Information
| Record | Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
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#1 | American Depositary Shares ("ADS") | Citigroup Global Markets Inc.
390 Greenwich Street
New York
NEW YORK
10013 | 1,740,249 | $33,760,830.60 | 318,892,703 | 03/31/2023 | Nasdaq |
144: Securities To Be Sold
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Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
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| Record | Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
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#1 | ADS | 11/27/2019 | Securities Purchase Agreements | Monocerus Company Limited | ☐ |
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| 8,275,889 | 11/27/2019 | $10 per ADS |
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#2 | ADS | 11/27/2019 | Securities Purchase Agreements | Beijing Rongjia Huineng Investment Management Center (Limited Partnership) | ☐ |
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| 1,521,270 | 11/27/2019 | $10 per ADS |
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#3 | ADS | 11/27/2019 | Securities Purchase Agreements | Sunshine Life Insurance Corporation Limited | ☐ |
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| 1,724,107 | 11/27/2019 | $10 per ADS |
| * If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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144: Securities Sold During The Past 3 Months
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Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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| Record | Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
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#1 | Ruby Finance Holdings Ltd.
c/o Walkers Corporate Limited
190 Elgin Avenue, George Town
Grand Cayman
CAYMAN ISLANDS
KY1-9008 | ADS | 03/31/2023 | 1,740,249 | $0.00 |
144: Remarks and Signature
| Remarks | On March 31, 2021, Ruby Finance Holdings Ltd. ("Counterparty") and Citibank, N.A. ("Dealer") entered into a prepaid variable share forward contract ("Contract") on up to 1,740,249 ADSs ("Shares") of 360 DigiTech, Inc. ("Issuer"). On March 31, 2023, Counterparty, in compliance with the Issuer's policies and procedures, entered into an agreement with Dealer to amend the Contract (the "Amended Contract"). Pursuant to the Amended Contract, Dealer or its affiliate will release its lien on the Shares so that, commencing on May 1, 2023, Dealer or its affiliate may unwind its hedge positions to cash settle the Contract. The gross proceeds under the Contract will be determined by Dealer in accordance with the Amended Contract. Any transactions in the Shares effected in connection with the Contract or Amended Contract will be conducted by the broker named on Side 1, Item 3(b). |
| Date of Notice | 03/31/2023 |
ATTENTION: |
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing
this notice that he does not know any material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has
adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by
signing the form and indicating the date that the plan was adopted or the instruction given, that person makes
such representation as of the plan adoption or instruction date.
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| Signature | /s/ Neil Gray |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
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