Statement of Changes in Beneficial Ownership (4)
January 09 2023 - 06:02PM
Edgar (US Regulatory)
FORM 4
[ ] 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 * Francis Douglas |
2. Issuer Name and Ticker or Trading
Symbol WM TECHNOLOGY, INC. [ MAPS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Executive Chair |
(Last)
(First)
(Middle)
C/O WM TECHNOLOGY, INC., 41 DISCOVERY |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/5/2023
|
(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
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
1/5/2023 |
|
A |
|
481927 (1) |
A |
$0.00 |
5274274 |
D |
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Class V Common Stock (2)(3) |
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12431818 |
D |
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Class V Common Stock (2)(3) |
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|
|
|
|
|
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8469191 |
I |
By LLC (4) |
Class V Common Stock (2)(3) |
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|
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1468555 |
I |
By LLC (5) |
Class V Common Stock (2)(3) |
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|
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600618 |
I |
By LLC (6) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
Represents the number of
shares of Class A Common Stock underlying restricted stock units
("RSUs"). Each RSU represents the contingent right to receive one
share of the Issuer's Class A Common Stock. The RSUs will vest in
two equal quarterly increments on May 15, 2023 and August 15, 2023,
subject to the Reporting Person's Continuous Service (as defined in
the Issuer's 2021 Equity Incentive Plan or award agreement),
through each such vesting date. |
(2) |
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 3 below)
held by such Class V Common Stock holder at the time of such
vote. |
(3) |
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. |
(4) |
Shares are held directly by
Ghost Media Group, LLC ("Ghost Media") is controlled by Mr.
Francis. Accordingly, Mr. Francis may be deemed to be a beneficial
owner of the shares held by Ghost Media Group, LLC. |
(5) |
Shares are held directly by
WM Founders Legacy I, LLC ("WM Founders") is controlled by Mr.
Francis. Accordingly, Mr. Francis may be deemed to be a beneficial
owner of the shares held by WM Founders. |
(6) |
Shares are held directly by
Genco Incentives, LLC ("Genco") is controlled by Mr. Francis.
Accordingly, Mr. Francis may be deemed to be a beneficial owner of
the shares held by Genco. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Francis Douglas
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 |
X |
X |
Executive Chair |
|
Ghost Media Group, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 |
|
X |
|
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WM Founders Legacy I, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 |
|
X |
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Genco Incentives, LLC
C/O WM TECHNOLOGY, INC.
41 DISCOVERY
IRVINE, CA 92618 |
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X |
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Signatures
|
Douglas Francis, by /s/ Ron A. Metzger,
Attorney-in-Fact |
|
1/9/2023 |
**Signature of Reporting
Person |
Date |
Ghost Media Group, LLC, by Douglas Francis,
Manager, by /s/ Ron A. Metzger, Attorney-in-Fact |
|
1/9/2023 |
**Signature of Reporting
Person |
Date |
WM Founders Legacy I, LLC, by Douglas Francis,
Manager, by /s/ Ron A. Metzger, Attorney-in-Fact |
|
1/9/2023 |
**Signature of Reporting
Person |
Date |
Genco Incentives, LLC, by Douglas Francis,
Manager, by /s/ Ron A. Metzger, Attorney-in-Fact |
|
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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