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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MONEYLION INC. [ ML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 18,805,309(1) | D | ||||||||
Class A Common Stock | 12/31/2021 | J | 9,795(2) | A | $0.00(2) | 97,970 | I | By Spouse | ||
Class A Common Stock | 02/25/2022 | X | 27,214 | A | (10) | 125,184 | I | By Spouse | ||
Class A Common Stock | 03/03/2022 | X | 253,477 | A | (10) | 378,661 | I | By Spouse | ||
Class A Common Stock | 820,390 | I | By FIG Growth Trust(3) | |||||||
Class A Common Stock | 820,390 | I | By FIG Heritage Trust I(3) | |||||||
Class A Common Stock | 861,409 | I | By FIG Heritage Trust 2(3) | |||||||
Class A Common Stock | 861,409 | I | By FIG Heritage Trust 3(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Options (Right to Buy) | $0.22 | (4) | 11/14/2027 | Class A Common Stock | 1,476,701 | 1,476,701 | D | ||||||||
Stock Options (Right to Buy) | $0.4 | (5) | 10/31/2028 | Class A Common Stock | 459,451 | 459,451 | D | ||||||||
Stock Options (Right to Buy) | $0.4 | (6) | 09/20/2029 | Class A Common Stock | 2,461,169 | 2,461,169 | D | ||||||||
Stock Options (Right to Buy) | $0.59 | (7) | 04/30/2030 | Class A Common Stock | 164,078 | 164,078 | D | ||||||||
Stock Options (Right to Buy) | $2.58 | (8) | 01/31/2031 | Class A Common Stock | 1,944,045 | 1,944,045 | D | ||||||||
Stock Options (Right to Buy) | $0.78 | 02/25/2022 | X | 27,214 | (9) | 12/30/2030 | Class A Common Stock | 27,214 | (10) | 371,741 | I | By Spouse | |||
Stock Options (Right to Buy) | $0.78 | 03/03/2022 | X | 253,477 | (9) | 12/30/2030 | Class A Common Stock | 253,477 | (10) | 0 | I | By Spouse |
Explanation of Responses: |
1. Represents shares of MoneyLion Inc. Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), directly held by the Reporting Person as of the date of this Form 4. |
2. Represents shares of Class A Common Stock received by the Reporting Person's spouse that were released from escrow on December 31, 2021 pursuant to the Agreement and Plan of Merger, dated as of December 31, 2020, by and among MoneyLion Inc., WTI Merger Sub, Inc., Wealth Technologies Inc. and WT IP Holdings, LLC, as agent. |
3. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein |
4. The stock options fully vested on the fourth anniversary of November 15, 2017. Each stock option was received in the business combination (the "Business Combination") of Fusion Acquisition Corp. and MoneyLion Technologies Inc., formerly known as MoneyLion Inc. ("Legacy ML") in exchange for a stock option to acquire shares of Legacy ML common stock. |
5. The stock options vest 25% on the first anniversary of November 1, 2018 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock |
6. The stock options vest 25% on the first anniversary of September 21, 2019 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. |
7. The stock options vest 25% on the first anniversary of May 1, 2020 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. |
8. The stock options vest 25% on the first anniversary of February 1, 2021 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. |
9. 121,893 stock options held by the Reporting Person's spouse were granted on December 31, 2020 and were fully vested, 114,870 stock options held by the Reporting Person's spouse vested on the first anniversary of December 31, 2020, and 162,192 stock options held by the Reporting Person's spouse vest 25% on the first anniversary of December 31, 2020 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. |
10. The Reporting Person's spouse exercised 27,214 and 253,477 vested stock options on February 25, 2022 and March 3, 2022, respectively, at an exercise price of $0.78 per stock option. |
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey | 03/22/2022 | |
** 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). | ||
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 Number. |