Chief Product Officer Hong Timmie sold $898,404 worth of shares (11,244 units at $79.90), decreasing direct ownership by 11% to 92,109 units (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
MONEYLION INC. [ ML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 11/15/2024 | S | 5,128(1) | D | $80.11 | 98,225(2) | D | |||
| Class A Common Stock | 11/18/2024 | S | 1,499(3) | D | $78.2607(4) | 96,726(2) | D | |||
| Class A Common Stock | 11/18/2024 | S | 1,600(3) | D | $79.2101(5) | 95,126(2) | D | |||
| Class A Common Stock | 11/18/2024 | S | 1,395(3) | D | $80.4104(6) | 93,731(2) | D | |||
| Class A Common Stock | 11/18/2024 | S | 1,622(3) | D | $80.9977(7) | 92,109(2) | D | |||
|
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 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 | 11/18/2024 | M | 2,500 | (8) | 11/15/2027 | Class A Common Stock | 2,500 | $0 | 6,877 | D | ||||
| Stock Options (Right to Buy) | $12 | 11/18/2024 | M | 407 | (9) | 11/01/2028 | Class A Common Stock | 407 | $0 | 12,354 | D | ||||
| Stock Options (Right to Buy) | $12 | 11/18/2024 | M | 843 | (10) | 09/21/2029 | Class A Common Stock | 843 | $0 | 10,573 | D | ||||
| Explanation of Responses: |
| 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 12,342 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 Form 4s. |
| 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 14, 2024. |
| 4. The shares of Class A Common Stock of the Company were sold in multiple trades at prices ranging from $77.68 to $78.63 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 $78.69 to $79.66 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 $79.81 to $80.76 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. |
| 7. The shares of Class A Common Stock of the Company were sold in multiple trades at prices ranging from $80.97 to $81.03 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. |
| 8. 25% of the stock option award vested on the first anniversary of November 15, 2017, and the remaining stock option award vested in equal monthly installments thereafter until fully vested on the fourth anniversary of such date. |
| 9. 25% of the stock option award vested on the first anniversary of November 1, 2018, and the remaining stock option award vested in equal monthly installments thereafter until fully vested on the fourth anniversary of such date. |
| 10. 25% of the stock option award vested on the first anniversary of September 21, 2019, and the remaining stock option award vested in equal monthly installments thereafter until fully vested on the fourth anniversary of such date. |
| /s/ Adam VanWagner, as Attorney-in-Fact for Timmie Hong | 11/19/2024 | |
| ** 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. | ||