Statement of Changes in Beneficial Ownership (4)
January 09 2023 - 5:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Donahue James M. |
2. Issuer Name and Ticker or Trading Symbol
BM Technologies, Inc.
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BMTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer |
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(Last)
(First)
(Middle)
C/O BM TECHNOLOGIES, INC., 201 KING OF PRUSSIA ROAD, SUITE 650 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2022 |
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(Street)
WAYNE, PA 19087
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 1/4/2022 | | M(1) | | 10000 | A | $0 (1) | 33000 | D | |
| Class A Common Stock | 1/4/2022 | | F | | 2965 (3) | D | $9.42 | 30035 | D | |
| Class A Common Stock | 1/4/2023 | | F | | 6189 (4) | D | $5.39 | 23846 | D | |
| Class A Common Stock | 1/4/2023 | | M(1) | | 10000 | A | $0 (1) | 33846 | D | |
| Class A Common Stock | 1/4/2023 | | F | | 2965 (5) | D | $5.39 | 30881 | D | |
| Class A Common Stock | 1/4/2023 | | M(7) | | 2004 | A | $0 (7) | 32885 | D | |
| Class A Common Stock | 1/4/2023 | | F | | 594 (5) | D | $5.39 | 32291 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | (2) | 1/4/2022 | | M (1) | | | 10000 | (2) | (2) | Class A Common Stock | 10000 | $0 (1) | 30000 | D | |
| Restricted Stock Unit | (2) | 1/4/2023 | | M (1) | | | 10000 | (2) | (2) | Class A Common Stock | 10000 | $0 (1) | 20000 | D | |
| Restricted Stock Unit | (7) | 1/4/2023 | | M (6) | | | 2004 | (7) | (7) | Class A Common Stock | 2004 | $0 (6) | 4007 | D | |
| Explanation of Responses: |
| (1) | Represents vested shares of restricted stock units granted on September 30, 2021. Restricted stock units convert into Class A common stock on a one-for-one basis. |
| (2) | The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit. |
| (3) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and delivery of restricted stock units on January 4, 2022. |
| (4) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of merger consideration shares that the Reporting Person was directed from Customers Bancorp, Inc. in connection with a severance agreement the Reporting Person entered into with Customers Bancorp, Inc. |
| (5) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and delivery of restricted stock units on January 4, 2023. |
| (6) | The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit. |
| (7) | The remaining unvested portion of this restricted stock unit award will vest every year on January 4 until fully vested on January 4, 2025. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock upon vesting of the unit. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Donahue James M.
C/O BM TECHNOLOGIES, INC.
201 KING OF PRUSSIA ROAD, SUITE 650
WAYNE, PA 19087 |
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| Chief Technology Officer |
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Signatures
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| /s/ James Donahue, by Nelson Mullins Riley & Scarborough with Power of Attorney | | 1/9/2023 |
| **Signature of Reporting Person | Date |
| 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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