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).
X
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*
Choubey Diwakar

(Last) (First) (Middle)
C/O MONEYLION INC.
249 WEST 17TH STREET, FLOOR 4

(Street)
NEW YORK, NY 10011

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Director
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024
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
Class A Common Stock 11/26/2024 J(1) 5,906(1) D $0.00 18,527 I By Spouse
Class A Common Stock 01/29/2025(2) G(2) 122,000(2) D $0.00 579,371 D
Class A Common Stock 01/29/2025(2) G(2) 122,000(2) A $0.00 122,000 I By Choubey Charitable Trust(10)
Class A Common Stock 01/29/2025 G(3) 160,000(3) D $0.00 419,371 D
Class A Common Stock 01/29/2025 G(3) 160,000(3) A $0.00 178,527 I By Spouse
Class A Common Stock 01/29/2025 G(4) 76,000(4) D $0.00 343,371 D
Class A Common Stock 01/29/2025 G(4) 76,000(4) A $0.00 103,346 I By FIG Heritage Trust 1(10)
Class A Common Stock 02/12/2025 G(5) 4,000(5) D $0.00 339,371 D
Class A Common Stock 02/12/2025 G(5) 4,000(5) A $0.00 107,346 I By FIG Heritage Trust 1(10)
Class A Common Stock 02/12/2025 G(6) 15,000(6) D $0.00 163,527 I By Spouse
Class A Common Stock 02/12/2025 G(6) 15,000(6) A $0.00 43,713 I By FIG Heritage Trust 2(10)
Class A Common Stock 02/12/2025 G(7) 15,000(7) D $0.00 148,527 I By Spouse
Class A Common Stock 02/12/2025 G(7) 15,000(7) A $0.00 43,713 I By FIG Heritage Trust 3(10)
Class A Common Stock 02/13/2025 G(8) 122,000(8) D $0.00 26,527 I By Spouse
Class A Common Stock 02/13/2025 G(8) 122,000(8) A $0.00 178,527 I By FIG Heritage Trust 4(10)
Class A Common Stock 02/18/2025 S 18,506(9) D $87.26 320,865(11) D
Class A Common Stock 26,527 I By Spouse
Class A Common Stock 122,000 I By Choubey Charitable Trust(10)
Class A Common Stock 107,346 I By FIG Heritage Trust 1(10)
Class A Common Stock 43,713 I By FIG Heritage Trust 2(10)
Class A Common Stock 43,713 I By FIG Heritage Trust 3(10)
Class A Common Stock 122,000 I By FIG Heritage Trust 4(10)
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 5,906 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of MoneyLion Inc. (the "Company") distributed to the Reporting Person's spouse for no consideration pursuant to a pro rata distribution by Telluride Capital Ventures, LLC.
2. The Reporting Person transferred 120,000 shares of Class A Common Stock to the Choubey Charitable Trust for no consideration. The Reporting Person is trustee of the trust. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
3. This transaction involved the Reporting Person's gift of 160,000 shares of Class A Common Stock to his spouse. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
4. The Reporting Person transferred 76,000 shares of Class A Common Stock to the FIG Heritage Trust 1 for no consideration. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
5. The Reporting Person transferred 4,000 shares of Class A Common Stock to the FIG Heritage Trust 1 for no consideration. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
6. The Reporting Person's spouse transferred 15,000 shares of Class A Common Stock to the FIG Heritage Trust 2 for no consideration. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
7. The Reporting Person's spouse transferred 15,000 shares of Class A Common Stock to the FIG Heritage Trust 3 for no consideration. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
8. The Reporting Person's spouse transferred 122,000 shares of Class A Common Stock to the FIG Heritage Trust 4 for no consideration. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
9. Represents shares of Class A Common Stock of Company which were automatically sold to cover payment of the tax liabilities of the Reporting Person relating to the vesting of 37,451 RSUs and PSUs pursuant to a mandatory instruction in the award agreement adopted by the Reporting Person, effective as of July 30, 2024, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. The acquisition of the RSUs and PSUs were previously reported in Table I of the Reporting Person's Prior Form 4s.
10. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
11. Includes restricted stock units and performance share units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s.
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey 02/20/2025
** 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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