WM Technology (MAPS) Form 3 WM TECHNOLOGY / Duncan Grazier ownership change

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^*

Grazier Duncan

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/05/2022

3. Issuer Name and Ticker or Trading Symbol
WM TECHNOLOGY, INC. [ MAPS ]

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

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

5. 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 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)
Class A Common Stock	120,158(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Post-Merger Class P Units	(2)	(2)	Class A Common	123,954	0.00(3)	D

Explanation of Responses:

1. Includes shares of Class A Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. 55,869 shares remain subject to vesting through August 15, 2025 (with an original vesting schedule beginning on August 15, 2022 and vesting occurring in equal quarterly installments thereafter over three years) and 42,393 shares remain subject to vesting through February 15, 2026 (with an original vesting schedule beginning on May 15, 2022 and vesting occurring in equal quarterly installments thereafter over four years), subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such vesting date.

2. These Post-Merger WMH Class P Units represent non-voting limited liability company interests of WMH. Pursuant to the terms of an exchange agreement, each of these Class P units, upon vesting, is exchangeable into up to one share of the Issuer's Class A Common Stock at a variable exchange ratio that accounts for the participation threshold of the exchanged post-merger Class P Units. These exchange rights do not expire.

3. Received pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Silver Spike Acquisition Corp. ("Silver Spike"), Silver Spike Merger Sub LLC, a direct, wholly-owned subsidiary of Silver Spike ("Merger Sub"), WM Holding Company, LLC, a Delaware limited liability company ("WMH"), and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the initial holder representative, pursuant to which Merger Sub was merged with and into WMH, whereupon the separate existence of Merger Sub ceased and WMH became the surviving company and continued in existence as a subsidiary of Silver Spike, which subsequently changed its name to WM Technology, Inc. (the "Issuer").

Remarks:

	Duncan Grazier, by /s/ Ron A. Metzger, Attorney-in-Fact	12/14/2022
	** 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).
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