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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Choubey Diwakar C/O MONEYLION INC. 30 WEST 21ST STREET, 9TH FLOOR NEW YORK,, NY 10010 |
X | CEO, President and Director |
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey | 03/18/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |
(3) | The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |