Sec Form 4 Filing - VanWagner Adam @ MONEYLION INC. - 2023-08-25

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 MONEYLION INC. [ ML] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CLO and Secretary (Last) (First) (Middle) C/O MONEYLION INC., 30 WEST 21ST STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2023 (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 08/25/2023 D 47,814 ( 1 ) D $ 0 61,592 ( 4 ) D Class A Common Stock 08/25/2023 A 36,000 ( 2 ) ( 3 ) A $ 0 97,592 ( 4 ) 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

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 CLO and Secretary Signatures /s/ Adam VanWagner 08/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested performance share units ("PSUs"), each of which represents a contingent right to receive one share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of MoneyLion Inc. (the "Company"), in connection with the new grant of PSUs reported herein. ( 2 )Represents PSUs that were granted to the Reporting Person by the Compensation Committee of the Board of Directors of the Company (the "Committee"), each of which represents a contingent right to receive one share of Class A Common Stock. Subject to the Reporting Person's continued service with the Company or one of its subsidiaries through the applicable vesting date, the PSUs will vest based on both the passage of time and the achievement of certain share price performance conditions (the "Share Price Performance Conditions") at any time within the three years following the grant date. ( 3 )With respect to the time-based vesting criteria, the PSUs become eligible to vest upon the achievement of the Share Price Performance Conditions on a quarterly basis in equal installments over three years on the 15th day of each February, May, August and November beginning on November 15, 2023. Upon the occurrence of a "Change in Control" (as defined in the Company's Amended and Restated Omnibus Incentive Plan), the time-based vesting condition shall be determined to have been met, and the share price-based performance conditions will be determined in accordance with the share price on the closing date of such Change in Control. ( 4 )Includes RSUs and PSUs, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s.

Remarks: On April 24, 2023, the Company effected a reverse stock split (the "Reverse Stock Split") of the Class A Common Stock pursuant to which every 30 shares of Class A Common Stock were automatically reclassified into one new share of Class A Common Stock. Proportionate adjustments were made to the Company's outstanding equity awards as well as the exercise, grant and acquisition prices of such equity awards, as applicable. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

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).

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