Chief Executive Officer Sidhu Luvleen returned $3,735,235 worth of shares to the company (747,047 units at $5.00), closing all direct ownership in the company (SEC Form 4)
$BMTX
Major Banks
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
BM Technologies, Inc. [ BMTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 01/31/2025 | D | 747,047 | D | $5(1)(2) | 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 | ||||||||
| Performance-Based Restricted Stock Unit | (4) | 01/31/2025 | D | 100,000 | (1)(3)(4) | (1)(3)(4) | Common Stock | 100,000 | $5(1)(3)(4) | 0 | D | ||||
| Restricted Stock Unit | (5) | 01/31/2025 | D | 75,000 | (1)(3)(5) | (1)(3)(5) | Common Stock | 75,000 | $5(1)(3)(5) | 0 | D | ||||
| Restricted Stock Unit | (6) | 01/31/2025 | D | 100,000 | (1)(3)(6) | (1)(3)(6) | Common Stock | 100,000 | $5(1)(3)(6) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (7) | 01/31/2025 | D | 100,000 | (1)(3)(7) | (1)(3)(7) | Common Stock | 100,000 | $5(1)(3)(7) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (8) | 01/31/2025 | D | 250,000 | (1)(3)(8) | (1)(3)(8) | Common Stock | 250,000 | $5(1)(3)(8) | 0 | D | ||||
| Explanation of Responses: |
| 1. On January 31, 2025, pursuant to the Agreement and Plan of Merger, dated October 24, 2024 (the "Merger Agreement"), between Issuer, First Carolina Bank ("Parent") and Double Eagle Acquisition Corp., Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with Issuer continuing as the surviving corporation and wholly-owned subsidiary of the Parent (the "Merger"). |
| 2. On January 31, 2025, pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $.00001 per share, issued and outstanding prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to $5.00 per share, subject to any withholding of taxes required by applicable law. |
| 3. On January 31, 2025, pursuant to the Merger Agreement, each share of Issuer Restricted Stock Units and Performance-Based Restricted Stock Units, other than certain excluded Issuer stock awards ("Eligible Company Stock Award"), whether or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) $5.00 and (ii) the total number of shares of Eligible Company Stock Award. |
| 4. On March 31, 2023, the Reporting Person was granted an award of 100,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on March 31, 2028. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3. |
| 5. On March 31, 2023, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the March 31, 2023 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on March 31, 2027. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the 75,000 unvested restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3. |
| 6. On February 5, 2024, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the February 5, 2024 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on February 5, 2028. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3. |
| 7. On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3. |
| 8. On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3. |
| /s/ Luvleen Sidhu, by Louis Adimando, as attorney-in-fact | 02/03/2025 | |
| ** 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. | ||