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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Correia Richard
(Last) (First) (Middle)
C/O MONEYLION INC.
30 WEST 21ST STREET, 9TH FLOOR
(Street)
NEW YORK, NY 10010
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MONEYLION INC. [ ML ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, CFO and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2023
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 11/17/2023 M 12,000 A $3.9 168,824(1) D
Class A Common Stock 11/17/2023 F 1,491(2) D $33.15 167,333(1) D
Class A Common Stock 11/17/2023 M 3,309 A $3.9 170,642(1) D
Class A Common Stock 11/17/2023 S 3,309 D $32.9684(3) 167,333(1) D
Class A Common Stock 11/17/2023 S 5,151 D $31.8451(4) 162,182(1) D
Class A Common Stock 11/20/2023 M 26,207 A $3.9 188,389(1) D
Class A Common Stock 11/20/2023 S 26,207 D $33.1736(5) 162,182(1) D
Class A Common Stock 11/20/2023 S 7,360 D $33.1442(6) 154,822(1) 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
Stock Options (Right to Buy) $3.9 11/17/2023 M 12,000 (7) 12/31/2026 Class A Common Stock 12,000 $0 29,516 D
Stock Options (Right to Buy) $3.9 11/17/2023 M 3,309 (7) 12/31/2026 Class A Common Stock 3,309 $0 26,207 D
Stock Options (Right to Buy) $3.9 11/20/2023 M 26,207 (7) 12/31/2026 Class A Common Stock 26,207 $0 0 D
Explanation of Responses:
1. Includes restricted stock units ("RSUs") and performance share units ("PSUs"), each of which represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of MoneyLion Inc. (the "Company") and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s.
2. Represents shares of Class A Common Stock sold to cover the exercise price and payment of the tax liabilities of the Reporting Person related to the exercise of 12,000 stock options, as reported on this Form 4.
3. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $32.00 to $34.00 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares purchased at each separate price.
4. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $31.42 to $34.00 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares purchased at each separate price.
5. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $32.03 to $34.53 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares purchased at each separate price.
6. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $32.09 to $34.37 per share, inclusive. The price reported in Column 4 reflects the weighted average price per share. The Reporting Person hereby undertakes to provide to the staff of the Securities and Exchange Commission, the Company or any security holder of the Company, upon request, full information regarding the number of shares purchased at each separate price.
7. 25% of the stock option award vested on the first anniversary of December 31, 2016, and the remaining stock option award vested in equal monthly installments thereafter until fully vested on the fourth anniversary of such date.
Remarks:
On April 24, 2023, the Company effected a reverse stock split (the "Reverse Stock Split") of the Class A Common Stock pursuant to which every 30 shares of Class A Common Stock were automatically reclassified into one new share of Class A Common Stock. Proportionate adjustments were made to the Company's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities and exercise prices reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
/s/ Adam VanWagner, as Attorney-in-Fact for Richard Correia 11/21/2023
** 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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