19/11/2024 | Press release | Distributed by Public on 19/11/2024 22:05
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
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 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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Torossian Mark C/O MONEYLION INC. 249 WEST 17TH STREET, FLOOR 4 NEW YORK,, NY 10011 |
Chief Accounting Officer |
/s/ Adam VanWagner, as Attorney-in-Fact for Mark Torossian | 11/19/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of MoneyLion Inc. (the "Company") which were automatically sold to cover payment of the tax liabilities of the Reporting Person relating to the vesting of 2,127 restricted stock units ("RSUs") and performance share units ("PSUs") pursuant to a mandatory instruction in the award agreement adopted by the Reporting Person, effective as of July 30, 2024, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. The acquisition of the RSUs and PSUs were previously reported in Table I of the Reporting Person's Prior Form 4s. |
(2) | Includes RSUs and PSUs, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Forms 3/4. |
(3) | Represents shares of Class A Common Stock sold pursuant to a written trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, adopted by the Reporting Person on March 12, 2024. |
(4) | The shares of Class A Common Stock of the Company were sold in multiple trades at prices ranging from $78.02 to $78.90 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
(5) | The shares of Class A Common Stock of the Company were sold in multiple trades at prices ranging from $79.18 to $80.16 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
(6) | The shares of Class A Common Stock of the Company were sold in multiple trades at prices ranging from $80.57 to $81.30 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |