Sec Form 4 Filing - Choubey Diwakar @ MONEYLION INC. - 2022-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Choubey Diwakar
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, President and Director
(Last) (First) (Middle)
C/O MONEYLION INC., 30 WEST 21ST STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2022
(Street)
NEW YORK,, NY10010
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 03/18/2022 A 2,185,902( 1 ) A $ 0( 1 ) 18,805,309 D
Class A Common Stock( 2 ) 03/18/2022 A 2,909,836( 2 ) A $ 0( 2 ) 18,805,309 D
Class A Common Stock 88,175 I By Spouse
Class A Common Stock 820,390 I By FIG Growth Trust( 3 )
Class A Common Stock 820,390 I By FIG Heritage Trust I( 3 )
Class A Common Stock 861,409 I By FIG Heritage Trust 2( 3 )
Class A Common Stock 861,409 I By FIG Heritage Trust 3( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Choubey Diwakar
C/O MONEYLION INC.
30 WEST 21ST STREET, 9TH FLOOR
NEW YORK,, NY10010
X CEO, President and Director
Signatures
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 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.

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