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)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2022

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	01/04/2022		M(1)		10,000	A	$0(1)	33,000	D
Class A Common Stock	01/04/2022		F		2,965(3)	D	$9.42	30,035	D
Class A Common Stock	01/04/2023		F		6,189(4)	D	$5.39	23,846	D
Class A Common Stock	01/04/2023		M(1)		10,000	A	$0(1)	33,846	D
Class A Common Stock	01/04/2023		F		2,965(5)	D	$5.39	30,881	D
Class A Common Stock	01/04/2023		M(7)		2,004	A	$0(7)	32,885	D
Class A Common Stock	01/04/2023		F		594(5)	D	$5.39	32,291	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	(2)	01/04/2022		M(1)			10,000	(2)	(2)	Class A Common Stock	10,000	$0(1)	30,000	D
Restricted Stock Unit	(2)	01/04/2023		M(1)			10,000	(2)	(2)	Class A Common Stock	10,000	$0(1)	20,000	D
Restricted Stock Unit	(7)	01/04/2023		M(6)			2,004	(7)	(7)	Class A Common Stock	2,004	$0(6)	4,007	D

Explanation of Responses:

1. Represents vested shares of restricted stock units granted on September 30, 2021. Restricted stock units convert into Class A common stock on a one-for-one basis.

2. The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit.

3. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and delivery of restricted stock units on January 4, 2022.

4. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of merger consideration shares that the Reporting Person was directed from Customers Bancorp, Inc. in connection with a severance agreement the Reporting Person entered into with Customers Bancorp, Inc.

5. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and delivery of restricted stock units on January 4, 2023.

6. The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit.

7. The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit.

	/s/ James Donahue, by Nelson Mullins Riley & Scarborough with Power of Attorney	01/09/2023
	** 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).
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