Sec Form 4 Filing - Choubey Diwakar @ MONEYLION INC. - 2023-03-17

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 and Director
(Last) (First) (Middle)
C/O MONEYLION INC., 30 WEST 21ST STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2023
(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 ) 03/17/2023 A 4,000,000 ( 1 ) A $ 0 23,390,149 ( 4 ) D
Class A Common Stock ( 2 ) 03/17/2023 A 775,878 ( 2 ) A $ 0 23,390,149 ( 4 ) D
Class A Common Stock 03/17/2023 F 99,313 ( 3 ) D $ 0.58 23,290,836 ( 4 ) D
Class A Common Stock 378,661 I By Spouse
Class A Common Stock 820,390 I By FIG Growth Trust ( 5 )
Class A Common Stock 820,390 I By FIG Heritage Trust I ( 5 )
Class A Common Stock 861,409 I By FIG Heritage Trust 2 ( 5 )
Class A Common Stock 861,409 I By FIG Heritage Trust 3 ( 5 )
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 and Director
Signatures
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey 03/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of MoneyLion Inc. (the "Company") underlying 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. The RSUs will vest quarterly in twelve equal installments on the 15th day of each May, August, November and February beginning on May 15, 2023, subject to the Reporting Person's continued service with the Company or one of its subsidiaries through the applicable vesting date.
( 2 )Represents shares of Class A Common Stock underlying performance share units ("PSUs") that were previously granted to the Reporting Person in 2022, which were subject to the achievement of certain performance goals during the year ended December 31, 2022. The number of PSUs set forth in Table I above represents the total number of PSUs earned upon achievement of the performance goals, the achievement of which was certified by the Committee on March 17, 2023. One-third of the earned PSUs vested immediately on the date of the Committee's certification. The remainder will vest quarterly in eight equal installments on the 15th day of each February, May, August and November beginning on May 15, 2023.
( 3 )Represents shares of Class A Common Stock withheld to cover payment of the tax liabilities of the Reporting Person related to the vesting of 258,625 PSUs, the acquisition of which is reported herein.
( 4 )Includes RSUs and PSUs, each of which represents a contingent right to receive one share of Class A Common Stock of MoneyLion Inc. and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4(s).
( 5 )The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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