WM Technology Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 16:40

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Francis Douglas
2. Issuer Name and Ticker or Trading Symbol
WM TECHNOLOGY, INC. [MAPS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC., 41 DISCOVERY 		3. Date of Earliest Transaction (Month/Day/Year)
11/07/2024
(Street)
IRVINE, CA 92618 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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 11/07/2024 A 4,342,391(1) A $ 0 9,134,738 D
Class V Common Stock(2)(3) 12,431,818 D
Class V Common Stock(2)(3) 8,469,191 I By LLC(4)
Class V Common Stock(2)(3) 1,468,555 I By LLC(5)
Class V Common Stock(2)(3) 600,618 I By LLC(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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
Performance Based Restricted Stock Units (7) 11/07/2024 A 4,342,391 (7) 12/31/2027 Class A Common Stock 4,342,391 $ 0 4,342,391 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Francis Douglas
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 		X X Chief Executive Officer
Ghost Media Group, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 		X
WM Founders Legacy I, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 		X
Genco Incentives, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 		X

Signatures

Douglas Francis, by /s/ Ron A. Metzger, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date
Ghost Media Group, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date
WM Founders Legacy I, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date
Genco Incentives, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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 the number of shares of Class A Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. 1/12th of the RSUs shall vest on each Quarterly Date following November 16, 2024 (the "Vesting Commencement Date"), subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date. "Quarterly Date" means each of February 15, May 15, August 15 and November 15.
(2) These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Class A Units (as described in footnote 3 below) held by such Class V Common Stockholder at the time of such vote.
(3) Post-Merger Class A Units represent non-voting limited liability company interests of WM Holding Company, LLC. Pursuant to the terms of an exchange agreement, these Class A units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock. These exchange rights do not expire.
(4) Shares are held directly by Ghost Media Group, LLC ("Ghost Media") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Ghost Media.
(5) Shares are held directly by WM Founders Legacy I, LLC ("WM Founders") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by WM Founders.
(6) Shares are held directly by Genco Incentives, LLC ("Genco") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Genco.
(7) Represents the number of shares of Class A Common Stock underlying performance-based restricted stock units ("PRSUs"). One half of the PRSUs will vest if the volume weighted average price ("VWAP") of Issuer's Common Stock during any period of 30 trading days during the Performance Period equals or exceeds $3.25, and one half of the PRSUs will vest if the VWAP of Issuer's Common Stock during any period of 30 trading days during the Performance Period equals or exceeds $5.00, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.