| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MONEYLION INC. [ ML ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/18/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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(1) | 03/18/2022 | A | 546,475(1) | A | $0.00(1) | 1,980,901 | D | |||
| Class A Common Stock(2) | 03/18/2022 | A | 1,434,426(2) | A | $0.00(2) | 1,980,901 | 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. Represents restricted stock units ("RSUs") that were granted to the Reporting Person by the Compensation Committee (the "Committee") of the Board of Directors of the Company, each of which represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Company. The RSUs will vest quarterly in twelve equal installments beginning on the last day of the three-month period beginning on February 15, 2022, subject to the Reporting Person's continued service with the Company or one of its subsidiaries through the applicable vesting date. |
| 2. Represents performance share awards ("PSUs") that were granted to the Reporting Person by the Committee, each of which represents a contingent right to receive one share of Class A Common Stock of the Company. Subject to the Reporting Person's continued service with the Company or one of its subsidiaries through the applicable vesting date, the PSUs will vest upon both the achievement of certain share price-based performance conditions at any time within the four years following the grant date, as well as the following time-based vesting criteria: 50% of the PSUs become eligible to vest upon the achievement of the performance conditions on the first anniversary of the grant date, an additional 25% of the PSUs become eligible to vest upon the achievement of the performance conditions on the second anniversary of the grant date, and the remaining 25% of the PSUs become eligible to vest upon the achievement of the performance conditions on the third anniversary of the grant date. Upon the occurrence of a "Change in Control" (as defined in the Company's Omnibus Incentive Plan), the time-based vesting condition shall be determined to have been met, and the share price-based performance conditions will be determined in accordance with the share price on the closing date of such Change in Control. |
| /s/ Adam VanWagner | 03/18/2022 | |
| ** 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. | ||
