Sec Form 4 Filing - Choubey Diwakar @ MONEYLION INC. - 2021-12-31

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)
12/31/2021
(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 18,805,309( 1 ) D
Class A Common Stock 12/31/2021 J 9,795( 2 ) A $ 0( 2 ) 97,970 I By Spouse
Class A Common Stock 02/25/2022 X 27,214 A 125,184 I By Spouse
Class A Common Stock 03/03/2022 X 253,477 A 378,661 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 < /span> 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
Stock Options (Right to Buy) $ 0.22 ( 4 ) 11/14/2027 Class A Common Stock 1,476,701 1,476,701 D
Stock Options (Right to Buy) $ 0.4 ( 5 ) 10/31/2028 Class A Common Stock 459,451 459,451 D
Stock Options (Right to Buy) $ 0.4 ( 6 ) 09/20/2029 Class A Common Stock 2,461,169 2,461,169 D
Stock Options (Right to Buy) $ 0.59 ( 7 ) 04/30/2030 Class A Common Stock 164,078 164,078 D
Stock Options (Right to Buy) $ 2.58 ( 8 ) 01/31/2031 Class A Common Stock 1,944,045 1,944,045 D
Stock Options (Right to Buy) $ 0.78 02/25/2022 X 27,214 ( 9 ) 12/30/2030 Class A Common Stock 27,214 ( 10 ) 371,741 I By Spouse
Stock Options (Right to Buy) $ 0.78 03/03/2022 X 253,477 ( 9 ) 12/30/2030 Class A Common Stock 253,477 ( 10 ) 0 I By Spouse
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 03/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of MoneyLion Inc. Class A common stock, par value $0.0001 per share (the "Class A Common S tock"), directly held by the Reporting Person as of the date of this Form 4.
( 2 )Represents shares of Class A Common Stock received by the Reporting Person's spouse that were released from escrow on December 31, 2021 pursuant to the Agreement and Plan of Merger, dated as of December 31, 2020, by and among MoneyLion Inc., WTI Merger Sub, Inc., Wealth Technologies Inc. and WT IP Holdings, LLC, as agent.
( 3 )The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein
( 4 )The stock options fully vested on the fourth anniversary of November 15, 2017. Each stock option was received in the business combination (the "Business Combination") of Fusion Acquisition Corp. and MoneyLion Technologies Inc., formerly known as MoneyLion Inc. ("Legacy ML") in exchange for a stock option to acquire shares of Legacy ML common stock.
( 5 )The stock options vest 25% on the first anniversary of November 1, 2018 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock
( 6 )The stock options vest 25% on the first anniversary of September 21, 2019 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 7 )The stock options vest 25% on the first anniversary of May 1, 2020 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 8 )The stock options vest 25% on the first anniversary of February 1, 2021 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 9 )121,893 stock options held by the Reporting Person's spouse were granted on December 31, 2020 and were fully vested, 114,870 stock options held by the Reporting Person's spouse vested on the first anniversary of December 31, 2020, and 162,192 stock options held by the Reporting Person's spouse vest 25% on the first anniversary of December 31, 2020 and in equal monthly installments thereafter until they are fully vested on the fourth anniversary of such date. Each stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 10 )The Reporting Person's spouse exercised 27,214 and 253,477 vested stock options on February 25, 2022 and March 3, 2022, respectively, at an exercise price of $0.78 per stock option.

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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