James M. Donahue Form 4 BM / James M. Donahue 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^*

Donahue James M.

(Last) (First) (Middle)

C/O BM TECHNOLOGIES, INC.

201 KING OF PRUSSIA ROAD SUITE 650

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BM Technologies, Inc. [ BMTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

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
Common Stock	12/05/2024		M(1)		10,000	A	$0(1)	86,842	D
Common Stock	12/05/2024		F		3,824(2)	D	$4.73	83,018	D
Common Stock	12/05/2024		M(3)		2,003	A	$0(3)	85,021	D
Common Stock	12/05/2024		F		765(2)	D	$4.73	84,256	D
Common Stock	12/05/2024		M(4)		75,000	A	$0(4)	159,256	D
Common Stock	12/05/2024		M(5)		56,250	A	$0(5)	215,506	D
Common Stock	12/05/2024		F		21,510(2)	D	$4.73	193,996	D
Common Stock	12/05/2024		M(6)		40,000	A	$0(6)	233,996	D
Common Stock	12/05/2024		M(7)		50,000	A	$0(7)	283,996	D
Common Stock	12/05/2024		F		63,096(2)	D	$4.73	220,900	D
Common Stock	12/05/2024		M(8)		50,000	A	$0(8)	270,900	D
Common Stock	12/05/2024		F		19,120(2)	D	$4.73	251,780	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
Restricted Stock Unit	(9)	12/05/2024		M(1)			10,000	(9)	(9)	Common Stock	10,000	$0(1)	0	D
Restricted Stock Unit	(10)	12/05/2024		M(3)			2,003	(10)	(10)	Common Stock	2,003	$0(3)	0	D
Restricted Stock Unit	(11)	12/05/2024		M(4)			75,000	(11)	(11)	Common Stock	75,000	$0(4)	0	D
Restricted Stock Unit	(12)	12/05/2024		M(5)			56,520	(12)	(12)	Common Stock	56,520	$0(5)	0	D
Restricted Stock Unit	(13)	12/05/2024		M(6)			40,000	(13)	(13)	Common Stock	40,000	$0(6)	0	D
Restricted Stock Unit	(14)	12/05/2024		M(7)			50,000	(14)	(14)	Common Stock	50,000	$0(7)	0	D
Restricted Stock Unit	(15)	12/05/2024		M(8)			50,000	(15)	(15)	Common Stock	50,000	$0(8)	0	D

Explanation of Responses:

1. Represents the accelerated vesting of shares of restricted stock units granted on September 30, 2021. Restricted stock units convert into common stock on a one-for-one basis.

2. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations.

3. Represents the accelerated vesting of shares of restricted stock units granted on March 11, 2022. Restricted stock units convert into common stock on a one-for-one basis.

4. Represents the accelerated vesting of shares of performance-based restricted stock units granted on March 31, 2023. Restricted stock units convert into common stock on a one-for-one basis.

5. Represents the accelerated vesting of shares of restricted stock units granted on March 31, 2023. Restricted stock units convert into common stock on a one-for-one basis.

6. Represents the accelerated vesting of shares of performance-based restricted stock units granted on February 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.

7. Represents the accelerated vesting of shares of restricted stock units granted on February 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.

8. Represents the accelerated vesting of shares of performance-based restricted stock units granted on Febraury 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.

9. These restricted stock units granted on September 30, 2021 are vested in full. No restricted stock units from this award remain unvested.

10. These restricted stock units granted on March 11, 2022 are vested in full. No restricted stock units from this award remain unvested.

11. These performance-based restricted stock units granted on March 31, 2023 are vested in full. No restricted stock units from this award remain unvested.

12. These restricted stock units granted on March 31, 2023 are vested in full. No restricted stock units from this award remain unvested.

13. These performance-based restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.

14. These restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.

15. These performance-based restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.

	/s/ James M. Donahue, by Louis Adimando, as attorney-in-fact	12/27/2024
	** Signature of Reporting Person	Date
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