SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Sternberg Ophir

(Last)

(First)

(Middle)

4218 NE 2ND AVENUE

(Street)

MIAMI

33137

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/07/2022		X		121,250	A	$0.00⁽¹⁾	2,435,063	I	Lionheart Equities, LLC⁽²⁾
Class A Common Stock	06/07/2022		S⁽³⁾		3	D	$2.98	2,435,960	I	Lionheart Equities, LLC⁽²⁾
Class A Common Stock	06/07/2022		X		92,500	A	$0.00⁽¹⁾	832,500	I	Lionheart Investments, LLC⁽⁴⁾
Class A Common Stock	06/07/2022		S⁽⁵⁾		2	D	$2.98	832,498	I	Lionheart Investments, LLC⁽⁴⁾
Class A Common Stock								1,000,000	I	Star Mountain Equities, LLC⁽⁶⁾
Class A Common Stock								1,000,000	I	2022 OS Irrevocable Trust⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$11.5	06/07/2022		X		121,250		06/02/2022	05/23/2027	Class A Common Stock	121,247	$0.00	0	I	Lionheart Equities LLC
Warrant (right to buy)	$11.5	06/07/2022		X		92,500		06/02/2022	05/23/2027	Class A Common Stock	92,498	$0.00	0	I	Lionheart Investments, LLC

Explanation of Responses:

1. On May 25, 2022, the issuer made a distribution of newly issued warrants on account of the outstanding shares of Class A Common Stock, resulting in a decrease of the exercise price of the warrants from $11.50 to $0.0001, the par value of the Class A Common Stock, per share pursuant to the terms of the Warrant Agreement governing such warrants.

2. The Class A Common Stock are owned directly by Lionheart Equities, LLC ("Equities"), an entity which Mr. Sternberg owns and controls.

3. On June 7, 2022, the reporting person exercised warrants to purchase 121,252 shares of Issuer's common stock for $0.0001 a share. The reporting person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 3 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 121,247 shares.

4. The Class A Common Stock are owned directly by Lionheart Investments, LLC ("Investments), an entity which Mr. Sternberg owns and controls.

5. On June 7, 2022, the reporting person exercised warrants to purchase 92,500 shares of Issuer's common stock for $0.0001 a share. The reporting person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 2 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 92,498 shares.

6. These Class A shares are owned directly by Star Mountain Equities, LLC, an entity which Mr. Sternberg owns and controls.

7. These Class A shares are owned directly by 2022 OS Irrevocable Trust, over which Mr. Sternberg has sole investment and dispository power as its trustee.

Remarks:

	/s/ Ophir Sternberg	06/09/2022
	** 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 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.

SEC Form 4: Sternberg Ophir converted options into 213,750 shares and sold $15 worth of shares (5 units at $2.98)