Sec Form 4 Filing - Sternberg Ophir @ MSP Recovery, Inc. - 2022-06-07

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) 4218 NE 2ND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2022 (Street) MIAMI, FL33137 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 06/07/2022 X 121,250 A $ 0( 1 ) 2,435,063 I Lionheart Equities, LLC( 2 ) Class A Common Stock 06/07/2022 S( 3 ) 3 D $ 2.98 2,435,960 I Lionheart Equities, LLC( 2 ) Class A Common Stock 06/07/2022 X 92,500 A $ 0( 1 ) 832,500 I Lionheart Investments, LLC( 4 ) Class A Common Stock 06/07/2022 S( 5 ) 2 D $ 2.98 832,498 I Lionheart Investments, LLC( 4 ) Class A Common Stock 1,000,000 I Star Mountain Equities, LLC( 6 ) Class A Common Stock 1,000,000 I 2022 OS Irrevocable Trust( 7 )

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 Warrant (right to buy) $ 11.5 06/07/2022 X 121,250 06/02/2022 05/23/2027 Class A Common Stock 121,247 $ 0 0 I Lionheart Equities LLC Warrant (right to buy) $ 11.5 06/07/2022 X 92,500 06/02/2022 05/23/2027 Class A Common Stock 92,498 $ 0 0 I Lionheart Investments, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sternberg Ophir 4218 NE 2ND AVENUE MIAMI, FL33137 X X Signatures /s/ Ophir Sternberg 06/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 25, 2022, the issuer made a distribution of newly issued warrants on account of the outstanding shares of Class A Common Stock, resulting in a decrease of the exercise price of the warrants from $11.50 to $0.0001, the par value of the Class A Common Stock, per share pursuant to the terms of the Warrant Agreement governing such warrants. ( 2 )The Class A Common Stock are owned directly by Lionheart Equities, LLC ("Equities"), an entity which Mr. Sternberg owns and controls. ( 3 )On June 7, 2022, the reporting person exercised warrants to purchase 121,252 shares of Issuer's common stock for $0.0001 a share. The reporting person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 3 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 121,247 shares. ( 4 )The Class A Common Stock are owned directly by Lionheart Investments, LLC ("Investments), an entity which Mr. Sternberg owns and controls. ( 5 )On June 7, 2022, the reporting person exercised warrants to purchase 92,500 shares of Issuer's common stock for $0.0001 a share. The reporting person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 2 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 92,498 shares. ( 6 )These Class A shares are owned directly by Star Mountain Equities, LLC, an entity which Mr. Sternberg owns and controls. ( 7 )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.

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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