SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Quesada Frank Carlos

(Last)

(First)

(Middle)

C/O MSP RECOVERY, INC.

2701 S LE JEUNE ROAD, FLOOR 10

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2022

3. Issuer Name and Ticker or Trading Symbol
MSP Recovery, Inc. [ MSPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LLC Units	⁽²⁾	⁽²⁾	Class A Common Stock	777,346,930⁽³⁾⁽⁴⁾	⁽²⁾	I	See Footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾
LLC Units	⁽²⁾	⁽²⁾	Class A Common Stock	413,478,000⁽³⁾⁽⁵⁾	⁽²⁾	D⁽¹⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Quesada Frank Carlos

(Last)

(First)

(Middle)

C/O MSP RECOVERY, INC.

2701 S LE JEUNE ROAD, FLOOR 10

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Quesada Group Holdings LLC

(Last)

(First)

(Middle)

C/O MSP RECOVERY, INC.

2701 S LE JEUNE ROAD, FLOOR 10

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

Explanation of Responses:

1. This form is being filed by the following reporting persons: Frank C. Quesada, Quesada Group Holdings, LLC ("Quesada Group"), and Series MRCS, a series of MDA Series, LLC, ("Series MRCS", and collectively, the "Reporting Persons"). Mr. Quesada is the manager of Series MRCS and Quesada Group. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. Represents LLC units ("LLC Units") of Lionheart II Holdings, LLC ("Opco"), which are each paired with one share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock"). Each share of Class V Common Stock has the same voting rights as a share of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), but no economic rights. Pursuant to the first amended and restated limited liability company agreement of Opco, dated as of May 23, 2022 (the "LLC Agreement"), the LLC Units have no expiration date and each LLC Unit, together with a share of Class V Common Stock, is exchangeable for one share of Class A Common Stock.

3. Pursuant to the LLC Agreement, the Reporting Persons, are also obligated to sell LLC Units to the Issuer upon the delivery of a notice by the Issuer in connection with the exercise of certain warrants, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2022 (the "New Warrant Repurchase").

4. Represents LLC Units directly held as follows: 586,902,145 by Mr. Quesada; 190,444,785 by Quesada Group Holdings LLC; and 124,043,400 by Series MRCS on behalf of Mr. Quesada, including (i) 1,800,000 LLC Units being held in escrow to cover potential indemnification obligations under the MIPA, (ii) 19,499,999 LLC Units being held in escrow to ensure that Virage Recovery Master LP ("VRM") receives full payment pursuant to the terms of the Master Transaction Agreement, dated as of March 9, 2022, by and among VRM, Series MRCS, a series of MDA, Series LLC, the Reporting Person, John H. Ruiz, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H. Ruiz, d/b/a MSP Recovery Law Firm, MSP Law Firm, the Issuer and Opco, and (iii) 308,699,984 LLC Units being held in escrow to satisfy the sales to the Issuer in the New Warrant Repurchase.

5. Represents LLC Units directly owned by Series MRCS.

6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

Chief Legal Officer and Interim Chief Financial Officer Exhibit 24 Power of Attorney, incorporated herein by reference Exhibit 99.1 Signatures and Joint Filer Information, incorporated herein by reference

	See Exhibit 99.1 for signatures	06/02/2022
	** 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 5 (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).
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SEC Form 3 filed by new insider Quesada Frank Carlos