Statement of Changes in Beneficial Ownership (4)
June 21 2022 - 5:24PM
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
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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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Hartfield Justin |
2. Issuer Name and Ticker or Trading Symbol
WM TECHNOLOGY, INC.
[
MAPS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WM TECHNOLOGY, INC., 41 DISCOVERY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2022 |
(Street)
IRVINE, CA 92618
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 6/16/2022 | | S | | 10093 | D | $4.6633 (1) | 30280 | D | |
Class A Common Stock | 6/21/2022 | | A | | 41493 (2) | A | $0.00 | 71773 | D | |
Class V Common Stock (3)(4) | | | | | | | | 19278067 | D | |
Class V Common Stock (3)(4) | | | | | | | | 8469191 | I | By LLC (5) |
Class V Common Stock (3)(4) | | | | | | | | 1570959 | I | By LLC (6) |
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 |
Explanation of Responses: |
(1) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $4.58 to $4.74. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(2) | Represents the number of shares of Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs will fully vest on the earlier of June 21, 2023 or the date of the Issuer's next annual meeting of stockholders, subject to acceleration, and subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through such vesting date. |
(3) | These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Class A Units (as described in footnote 4 below) held by such Class V Common Stock holder at the time of such vote. |
(4) | Post-Merger Class A Units represent non-voting limited liability company interests of WM Holding Company, LLC. Pursuant to the terms of an exchange agreement, these Class A units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock. These exchange rights do not expire. |
(5) | Shares are held directly by Ghost Media Group, LLC ("Ghost Media") is controlled by Mr. Hartfield. Accordingly, Mr. Hartfield may be deemed to be a beneficial owner of the shares held by Ghost Media Group, LLC. |
(6) | Shares are held directly by WM Founders Legacy II, LLC ("WM Founders") is controlled by Mr. Hartfield. Accordingly, Mr. Hartfield may be deemed to be a beneficial owner of the shares held by WM Founders. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hartfield Justin C/O WM TECHNOLOGY, INC. 41 DISCOVERY IRVINE, CA 92618 | X | X |
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Ghost Media Group, LLC C/O WM TECHNOLOGY, INC. 41 DISCOVERY IRVINE, CA 92618 |
| X |
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WM Founders Legacy II, LLC C/O WM TECHNOLOGY, INC. 41 DISCOVERY IRVINE, CA 92618 |
| X |
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Signatures
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Justin Hartfield, by /s/ Ron A. Metzger, Attorney-in-Fact | | 6/21/2022 |
**Signature of Reporting Person | Date |
Ghost Media Group,LLC, by Justin Hartfield, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact | | 6/21/2022 |
**Signature of Reporting Person | Date |
WM Founders Legacy II, LLC, by Justin Hartfield, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact | | 6/21/2022 |
**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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