Sec Form 4 Filing - VanWagner Adam @ Fusion Acquisition Corp. - 2021-09-22

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
VanWagner Adam
2. Issuer Name and Ticker or Trading Symbol
Fusion Acquisition Corp. [ ML]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
C/O MONEYLION INC., 30 WEST 21ST STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/22/2021
(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 09/22/2021 M 5,972 A $ 0.34 5,972 D
Class A Common Stock 09/22/2021 M 8,204 A $ 0.4 14,176 D
Class A Common Stock 09/22/2021 M 65,203 A $ 0.59 79,379 D
Class A Common Stock 09/22/2021 D( 1 ) 79,379 D $ 10 0 D
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
Stock Options (Right to Buy) $ 0.34 09/22/2021 A 8,203 ( 2 ) 09/30/2028 Class A Common Stock 8,203 $ 0 8,203 D
Stock Options (Right to Buy) $ 0.34 09/22/2021 M 5,972 ( 1 ) 09/30/2028 Class A Common Stock 5,972 $ 0 2,231 D
Stock Options (Right to Buy) $ 0.4 09/22/2021 A 16,408 ( 3 ) 09/20/2029 Class A Common Stock 16,408 $ 0 16,408 D
Stock Options (Right to Buy) $ 0.4 09/22/2021 M 8,204 ( 1 ) 09/20/2029 Class A Common Stock 8,204 $ 0 8,204 D
Stock Options (Right to Buy) $ 0.59 09/22/2021 A 139,466 ( 4 ) 04/30/2030 Class A Common Stock 139,466 $ 0 139,466 D
Stock Options (Right to Buy) $ 0.59 09/22/2021 M 65,203 ( 1 ) 04/30/2030 Class A Common Stock 65,203 $ 0 74,263 D
Stock Options (Right to Buy) $ 2.58 09/22/2021 A 164,078 ( 5 ) 01/31/2031 Class A Common Stock 164,078 $ 0 164,078 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VanWagner Adam
C/O MONEYLION INC.
30 WEST 21ST STREET, 9TH FLOOR
NEW YORK, NY10010
General Counsel
Signatures
/s/ Adam VanWagner 09/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Issuer's business combination (the "Business Combination") with MoneyLion Inc., now known as MoneyLion Technologies Inc. ("Legacy ML") in accordance with the terms of the Agreement and Plan of Merger, dated February 11, 2021, as amended on June 28, 2021 and September 4, 2021, by and among the Issuer (f/k/a Fusion Acquisition Corp.), ML Merger Sub Inc. ("Merger Sub") and Legacy ML (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy ML, with Legacy ML surviving the merger as a wholly-owned subsidiary of the Issuer, the Reporting Person exercised options which such resulting shares of Class A Common Stock were simultaneously acquired by the Issuer.
( 2 )The option vests 25% on the first anniversary of October 1, 2018 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 3 )The option vests 25% on the first anniversary of September 21, 2019 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
( 4 )The option vests 25% on the first anniversary of May 1, 2020 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. In connection with the Business Combination, the Issuer accelerated the vesting of 18,720 of these options and the remainder of the options will continue to vest on the initial vesting schedule.
( 5 )The option vests 25% on the first anniversary of February 1, 2021 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. In connection with the Business Combination, the Issuer accelerated the vesting of 34,195 of these options and the remainder of the options will continue to vest on the initial vesting schedule.

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