Sec Form 4 Filing - LM FUNDING AMERICA, INC. @ SeaStar Medical Holding Corp - 2022-10-28

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
LM FUNDING AMERICA, INC.
2. Issuer Name and Ticker or Trading Symbol
SeaStar Medical Holding Corp [ ICU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1200 WEST PLATT STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2022
(Street)
TAMPA, FL33606
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
Common Stock 10/28/2022 M 2,587,500 A $ 0 2,587,500 I See footnote( 1 )
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
Class B Common Stock ( 2 ) 10/28/2022 M 2,587,500 ( 2 ) ( 2 ) Common Stock 2,587,500 ( 2 ) 0 I See foonote( 1 )
Warrant $ 11.5 10/28/2022 A( 4 ) 5,738,000 10/28/2022 10/28/2027 Common Stock( 3 ) 5,738,000 $ 1 5,738,000 I See footnote( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LM FUNDING AMERICA, INC.
1200 WEST PLATT STREET
SUITE 100
TAMPA, FL33606
X
Signatures
LM Funding America, Inc. By: /s/ Bruce M. Rodgers, Chief Executive Officer 11/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). Reporting Person is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of Reporting Person has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual member or manager of Reporting Person exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
( 2 )As described in the Issuer's registration statement on Form S-1 (File No. 333-251962) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
( 3 )As described in the Issuer's registration statement on Form S-4 (File No. 333-264993) and the third amended and restated certificate of incorporation of the Issuer, which took effect in connection with the closing of the Issuer's business combination with SeaStar Medical, Inc., a Delaware corporation, on October 28, 2022, all Class A common stock of the Issuer was redesignated as common stock, par value $0.0001 per share.
( 4 )The Sponsor acquired these warrants for a purchase price of $1.00 per warrant in connection with the initial public offering of the Issuer. The warrants could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Issuer's initial business combination.

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