Sec Form 3 Filing - Zip Co Ltd @ Sezzle Inc. - 2022-02-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zip Co Ltd 2. Issuer Name and Ticker or Trading Symbol Sezzle Inc. [ ASX:SZL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) LEVEL 14, 10 SPRING STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2022 (Street) SYDNEY, NEW SOUTH WALES, C32000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.00001 0( 1 )( 2 )( 3 )( 4 )( 5 ) I See Footnotes( 1 )( 2 )( 3 )( 4 )( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zip Co Ltd LEVEL 14, 10 SPRING STREET SYDNEY, NEW SOUTH WALES, C32000 X Signatures /s/ Larry Diamond 03/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2022, Zip Co Limited, an Australian public company limited by shares (the "Reporting Person"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Reporting Person, Sezzle Inc., a Delaware public benefit corporation (the "Issuer"), and Miyagi Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Reporting Person. In connection with the Merger Agreement, the Reporting Person entered into separate support agreements (the "Support Agreements") with each of (a) Charles G. Youakim, Charles G. Youakim 2020 Grantor Retained Annuity Trust #1, Charles G. Youakim 2020 Grantor Retained Annuity Trust #2, Charles G. Youakim 2020 Irrevocable GST Trust and Cerro Gordo LLC (collectively, the "Youakim Stockholders"), and ( 2 )(b) Paul Paradis and Paradis Family LLC (collectively, the "Paradis Stockholders"), in connection with which the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding shares of Common Stock, par value $0.00001, of the Issuer. ( 3 )Pursuant to the Support Agreements, subject to certain exceptions, each of the Youakim Stockholders and the Paradis Stockholders agreed to vote, or cause to be voted, their respective shares of Common Stock of the Issuer (representing together approximately 48.1% of the outstanding shares of Common Stock of the Issuer), together with any additional shares of Common Stock of the Issuer acquired by them after February 28, 2022 (collectively, the "Covered Company Shares"), in favor of the Merger and the adoption of the Merger Agreement and otherwise in favor of the Company Stockholder Approval (as defined in the Merger Agreement), and against any competing transaction, at the meeting of stockholders of the Issuer to be held for that purpose. ( 4 )In addition, each of the Youakim Stockholders and the Paradis Stockholders granted the Reporting Person an irrevocable proxy to vote their respective Covered Company Shares in the manner contemplated by their respective Support Agreements and agreed not to transfer such shares until the first to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the effective time of the Merger, (c) the termination of the Support Agreement by written notice by the Reporting Person to either the Youakim Stockholders or the Paradis Stockholders, as applicable or (d) in connection with an adverse recommendation change by the Issuer's board of directors (or a duly authorized and empowered committee thereof) in accordance with the terms of the Merger Agreement. As a result, the Reporting Person is filing this Form 3. Based on their respective Support Agreements, as of February 28, 2022, the Youakim Stockholders owned 88,368,983 shares of Common Stock of the Issuer, ( 5 )and the Paradis Stockholders owned 10,009,443 shares of Common Stock of the Issuer.

Remarks: The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the Youakim Stockholders and the Paradis Stockholders, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Person of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose.

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).

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