Chrystal John C Form 4 MONEYLION / John C Chrystal ownership change

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^*

Chrystal John C

(Last) (First) (Middle)

C/O MONEYLION INC.

30 WEST 21ST STREET, 9TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MONEYLION INC. [ ML ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/08/2021		A		47,846(1)	A	$0.00(1)	47,846	D
Class A Common Stock	03/14/2022		P		150,000	A	$1.9969(2)	197,846	D
Class A Common Stock	03/15/2022		P		100,000	A	$2.06(3)	297,846	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

Explanation of Responses:

1. The Reporting Person was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of Class A common stock, par value $0.0001 per share, of MoneyLion Inc., pursuant to MoneyLion Inc.'s 2021 Omnibus Incentive Plan. One-sixth of the RSUs will vest on March 22, 2022, and the remaining RSUs will vest thereafter in equal one-twelfth installments on a quarterly basis over three years, provided that the Reporting Person remains in continuous service on each vesting date.

2. The shares were purchased in multiple trades at prices ranging from $1.8350 to $2.0800 per share, inclusive. The price reported in Column 4 reflects the weighted average price. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, MoneyLion Inc. or any security holder of MoneyLion Inc., upon request, full information full information regarding the number of shares purchased at each separate price.

3. The shares were purchased in multiple trades at prices ranging from $1.9100 to $2.1300 per share, inclusive. The price reported in Column 4 reflects the weighted average price. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, MoneyLion Inc. or any security holder of MoneyLion Inc., upon request, full information full information regarding the number of shares purchased at each separate price.

	/s/ Adam VanWagner, as Attorney-in-Fact for John C. Chrystal	03/16/2022
	** 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).
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