Sec Form 4 Filing - Donahue James M. @ BM Technologies, Inc. - 2023-03-24

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 Donahue James M. 2. Issuer Name and Ticker or Trading Symbol BM Technologies, Inc. [ BMTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Chief Technology (Last) (First) (Middle) 201 KING OF PRUSSIA ROAD, SUITE 650, C/O BM TECHNOLOGIES, INC. 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2023 (Street) WAYNE, PA19087 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

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 Restricted Stock Unit ( 1 ) 03/24/2023 A( 1 ) 75,000 ( 1 ) ( 1 ) Common Stock 75,000 $ 0 ( 1 ) 99,007 D Performance Based Restricted Stock Unit ( 2 ) 03/24/2023 A( 2 ) 37,500 ( 2 ) ( 2 ) Common Stock 37,500 $ 0 ( 2 ) 50,833 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donahue James M. 201 KING OF PRUSSIA ROAD, SUITE 650 C/O BM TECHNOLOGIES, INC. WAYNE, PA19087 President and Chief Technology Signatures /s/ James Donahue, by Alex Reilly pursuant to power of attorney filed on 4/26/2023 04/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-fourth of the restricted stock unit award will vest in full as of each of the first, second, third and fourth anniversaries of the March 31, 2023 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on March 31, 2027. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. ( 2 )Constitutes a portion of an award of Performance-Based Restricted Stock Units (PBRSUs), each of which represents the right to receive one share of the Issuer's common stock over a five-year performance period ending on March 31, 2028. The portion reported vests based upon the Issuer achieving certain levels of market capitalization.

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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