Amended Statement of Changes in Beneficial Ownership (4/a)
April 26 2023 - 5:57PM
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
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3235-0287
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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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Sidhu Luvleen |
2. Issuer Name and Ticker or Trading Symbol
BM Technologies, Inc.
[
BMTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive 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)
1/4/2021 |
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(Street)
WAYNE, PA 19087 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/9/2023 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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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 |
| Performance Based Restricted Stock Unit (1) | (2) | 9/30/2021 | | A (2) | | 83333 | | (2) | (2) | Common Stock | 83333 | $0 (2) | 83333 | D | |
| Explanation of Responses: |
| (1) | This amendment is being filed to report the grant of certain Performance-Based Restricted Stock Units (PBRSUs) that vest over a five-year performance period ending on January 4, 2026 based upon the Issuer achieving certain levels of market capitalization. These PBRSUs were inadvertently omitted from a Form 4 filed on January 9, 2023 because it was believed that they were not tied to the price of the Issuer's common stock and, therefore, not derivative securities. This amendment does not otherwise modify any transaction details that were previously reported on the Form 4. |
| (2) | Constitutes a portion of an award of PBRSUs, each of which represents the right to receive one share of the Issuer's common stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sidhu Luvleen
C/O BM TECHNOLOGIES, INC.
201 KING OF PRUSSIA ROAD SUITE 650
WAYNE, PA 19087 | X | X | Chief Executive Officer |
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Signatures
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| /s/ Luvleen Sidhu, by Alex Reilly pursuant to power of attorney filed on 4/26/2023 | | 4/26/2023 |
| **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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