CEO and Director Choubey Diwakar returned 874,943 shares to the company, closing all direct ownership in the company (SEC Form 4)
$ML
Finance: Consumer Services
Finance
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 04/17/2025 | ||||||||||||||||||||||||||
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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 | 04/17/2025 | D(1) | 167,324(2) | D | (1) | 0 | D | |||
| Class A Common Stock | 04/17/2025 | D(1) | 20,621 | D | (1) | 0 | I | By Wife(3) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 122,000 | D | (1) | 0 | I | By Choubey Charitable Trust(4) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 107,346 | D | (1) | 0 | I | By FIG Heritage Trust 1(4) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 43,713 | D | (1) | 0 | I | By FIG Heritage Trust 2(4) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 43,713 | D | (1) | 0 | I | By FIG Heritage Trust 3(4) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 122,000 | D | (1) | 0 | I | By FIG Heritage Trust 4(4) | ||
| Class A Common Stock | 04/17/2025 | D(1) | 5,906 | D | (1) | 0 | I | By Diwakar & Shreya Choubey Foundation(4) | ||
| Class A Common Stock | 04/17/2025 | D(5) | 164,750(5) | D | (5) | 0 | D | |||
| Class A Common Stock | 04/17/2025 | D(6) | 44,570(6) | D | (6) | 0 | D | |||
| Class A Common Stock | 04/17/2025 | D(7) | 33,000(7) | D | (7) | 0 | D | |||
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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) | $6.6 | 04/17/2025 | D(8) | 49,223(8) | (1) | 11/14/2027 | Class A Common Stock | 49,223(8) | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $12 | 04/17/2025 | D(8) | 15,315(8) | (1) | 10/31/2028 | Class A Common Stock | 15,315(8) | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $12 | 04/17/2025 | D(8) | 82,038(8) | (1) | 09/20/2029 | Class A Common Stock | 82,038(8) | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $17.7 | 04/17/2025 | D(8) | 5,468(8) | (1) | 04/30/2030 | Class A Common Stock | 5,468(8) | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $77.4 | 04/17/2025 | D(8) | 64,801(8) | (1) | 01/31/2031 | Class A Common Stock | 64,801(8) | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. At the effective time of the merger contemplated by the Agreement and Plan of Merger (the "Effective Time"), dated December 10, 2024, by and among Gen Digital Inc., a Delaware corporation ("Parent"), Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and MoneyLion Inc., a Delaware corporation ("Company"), each share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock") held by the Reporting Person was cancelled and converted into the right to receive(i) $82 in cash (the "Per Share Cash Consideration") and (ii) one contingent value right issued by Parent subject to and in accordance with the Contingent Value Rights Agreement, dated April 17, 2025 by and among the Company and Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (each, a "CVR", and together with the Per Share Cash Consideration, the "Merger Consideration"). |
| 2. Represents shares of Class A Common Stock held directly by the Reporting Person or jointly with his spouse. |
| 3. Includes shares of Class A Common Stock owned by the Reporting Person's spouse and does not include the 5,906 shares of Class A Common Stock that the Reporting Person's spouse transferred to the Diwakar & Shreya Choubey Foundation for no consideration. |
| 4. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
| 5. Represents restricted stock units, 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 Form 4s. At the Effective Time, each restricted stock unit that is unvested as of immediately prior to the Effective Time (the "Unvested Company RSUs") was assumed by Parent and converted into a restricted stock unit award (the "Converted RSUs") with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time by (ii) a ratio equal to 3.48. |
| 6. Represents performance stock units, 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 Form 4s. At the Effective Time, each performance stock unit that vests based on the achievement of specific target annual key performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Annual PSU") was assumed by Parent and converted into an award of Converted RSUs with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Company Annual PSU as previously determined and certified by Company and (ii) a ratio equal to 3.48. |
| 7. Represents performance stock units, 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 Form 4s. At the Effective Time, each performance restricted stock unit that vests based on the achievement of specified share price performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Share Price PSU") vested to the extent set forth in the applicable award agreement relating to such Company Share Price PSUs and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Class A Common Stock subject to such vested Company Share Price PSU (with the applicable performance conditions previously achieved). |
| 8. At the Effective Time, each option to purchase shares of Class A Common Stock (whether vested or unvested) with an exercise price that is less than the closing price of a share of Class A Common Stock as of the Effective Time was cancelled and converted into the right to receive (i) an amount in cash equal to the excess of the Per Share Cash Consideration over the applicable exercise price and (ii) one CVR. |
| /s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey | 04/21/2025 | |
| ** 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. | ||