SEC Form SC 13D/A filed by LM Funding America Inc. (Amendment)
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NAMES OF REPORTING PERSONS
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Bruce Rodgers
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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191,687 (1)
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8
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SHARED VOTING POWER
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709,218 (2)
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9
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SOLE DISPOSITIVE POWER
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191,687 (1)
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10
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SHARED DISPOSITIVE POWER
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709,218 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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900,905
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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27.55% (3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Includes up to 103,658 shares that may be acquired pursuant to options which vest within 60 days of May 21, 2024 and excludes 83,333 shares that do not vest within 60 days of May 21, 2024.
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(2)
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Includes up to 673,333 shares that may be acquired upon the exercise of warrants held by an entity in which Mr. Russell has a beneficial interest, and through such interest may be deemed to
have shared voting and dispositive power over such shares,
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(3)
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Based on 2,492,964 shares outstanding, 103,658 shares that may be acquired pursuant to options which are currently exercisable, and 673,333 shares that may be acquired pursuant to the
exercise of warrants over which Mr. Russell may be deemed to have shared voting and dispositive power.
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a)-(b)
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As of the date of this Amendment, Mr. Rodgers is deemed to beneficially own 900,905 Shares, which represents approximately 27.55% of the outstanding Shares based on 2,492,964 Shares outstanding, which is the total number of Shares
outstanding as of the date of the filing of this Amendment. Mr. Rodgers has the sole power to vote and dispose of 191,687 Shares, which is comprised of (i) the 108,334 restricted Shares granted to Mr. Rodgers by the Issuer on April 20, 2023
(including 9,028 Shares held in the form of restricted shares that are subject to vesting), and (ii) the 83,333 Shares issuable upon the exercise of options as of May 21, 2024. Mr. Rodgers has shared voting and dispositive power over
709,219 Shares, which includes (i) 673,333 Shares issuable upon the exercise of Warrants held by BRRR, an entity over which Mr. Rodgers may be deemed to have shared voting and dispositive power with Mr. Russell, (ii) 20,325 Shares issuable
upon the exercise of stock options held by Ms. Carollinn Gould, the spouse of Mr. Rodgers, that are currently exercisable or exercisable within 60 days of the date of this Amendment, (iii) 15,415 Shares beneficially owned by CGR, LLC, which
is owned by the Bruce M. Rodgers Revocable Trust and Carol Linn Gould Revocable Trust, (iv) 138 Shares beneficially owned by BRR Holding, LLC, an entity over which Mr. Rodgers and his spouse share voting and dispositive control, (v) 20
Shares beneficially owned by the Bruce M. Rodgers IRA, and (vi) 7 Shares beneficially owned by the Carollinn Gould IRA. The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended.
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(c)
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Except as described in this Amendment, Mr. Rodgers has not effected any transaction with respect to the Shares in the past 60 days.
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(d)
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To the best knowledge of Mr. Rodgers, Mr. Rodgers does not have and does not know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, and Shares
beneficially owned by Mr. Rodgers.
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(e)
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Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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/s/ Bruce Rodgers
Bruce Rodgers
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