Sec Form 4 Filing - Sternberg Ophir @ MSP Recovery, Inc. - 2022-05-23

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 Sternberg Ophir 2. Issuer Name and Ticker or Trading Symbol MSP Recovery, Inc. [ MSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2701 LE JEUNE ROAD, FLOOR 10 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2022 (Street) CORAL GABLES, FL33134 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 05/23/2022 M 260,000 A $ 0 4,922,500 I Lionheart Equities LLC( 2 ) Class A Common Stock 05/23/2022 J 2,608,687( 3 ) D $ 0 2,313,813 I Lionheart Equities, LLC( 2 ) Class A Common Stock 05/23/2022 M 185,000 A $ 0 740,000( 1 ) I Lionheart Investments, LLC( 4 ) Class A Common Stock 05/23/2022 A 1,000,000 A $ 0 1,000,000 I Star Mountain Equities, LLC( 5 ) Class A Common Stock 05/23/2022 A 1,000,000 A $ 0 1,000,000 I 2022 OS Irrevocable( 6 ) Class B Common Stock 05/23/2022 J 4,662,500( 7 ) D $ 0 0 I Lionheart Equities, LLC( 2 ) Class B Common Stock 05/23/2022 J 555,000( 7 ) D $ 0 0 I Lionheart Investments, LLC( 4 )

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 A Units $ 0( 8 ) 05/23/2022 M 260,000 ( 8 ) ( 8 ) Class A Common Stock 260,000 $ 0 0 I Lionheart Equities LLC( 2 ) Class A Units $ 0( 8 ) 05/23/2022 M 185,000( 1 ) ( 8 ) ( 8 ) Class A Common Stock 185,000 $ 0 0 I Lionheart Investments, LLC( 2 ) Warrants $ 11.5 05/23/2022 A 130,000 06/02/2022 05/23/2027 Class A Common Stock 130,000 $ 0 130,000 I Lionheart Equities, LLC( 2 ) Warrants $ 0 05/23/2022 J 8,750( 9 ) ( 9 ) ( 9 ) Class A Common Stock 8,750 $ 0 121,250 I Lionheart Equities, LLC( 2 ) Warrants $ 11.5 05/23/2022 A 92,500 06/02/2022 05/23/2027 Class A Common Stock 92,500 $ 0 92,500 I Lionheart Investments, LLC( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sternberg Ophir 2701 LE JEUNE ROAD, FLOOR 10 CORAL GABLES, FL33134 X X Signatures /s/ Ophir Sternberg 05/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were previously inadvertently aggregated into the shares owned by Lionheart Equities, LLC ("Sponsor"). ( 2 )These shares of Class A Common Stock ("Class A Shares") are owned directly by Sponsor, an entity which Mr. Sternberg owns and controls. ( 3 )These shares were transferred to certain affiliates of Sponsor in connection with the closing of the Issuer's business combination on May 23, 2022 (the " Business Combination"). ( 4 )These Class A shares are owned directly by Lionheart Investments, LLC ("Investments"), an entity which Mr. Sternberg owns and controls. ( 5 )These Class A shares are owned directly by Star Mountain Equities, LLC, an entity which Mr. Sternberg owns and controls. ( 6 )These Class A shares are owned directly by 2022 OS Irrevocable Trust, over which Mr. Sternberg has sole investment and dispository power as its trustee. ( 7 )Reflects the cancellation for no consideration of Class B Common Stock ("Class B Shares") of the Issuer in connection with the conversion of the Class B Shares into Class A Shares. These Class B Shares were converted into Class A Shares, on a one-for-one basis, in connection with the closing of the Business Combination. ( 8 )Each of these Class A Units were converted into (i) one Class A Share of Issuer and (ii) one-half of one Warrant to purchase a Class A Share of Issuer at an exercise price of $11.50 per share upon the completion of the combination transaction. ( 9 )The warrants were transferred to certain affiliates of Sponsor in connection with the closi ng of the Business Combination for no consideration.

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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