BM Technologies Inc.

12/27/2024 | Press release | Distributed by Public on 12/27/2024 15:41

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Donahue James M.
2. Issuer Name and Ticker or Trading Symbol
BM Technologies, Inc. [BMTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CTO
(Last) (First) (Middle)
C/O BM TECHNOLOGIES, INC., 201 KING OF PRUSSIA ROAD SUITE 650
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024
(Street)
WAYNE, PA 19087
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 12/05/2024 M(1) 10,000 A $ 0 (1) 86,842 D
Common Stock 12/05/2024 F 3,824(2) D $4.73 83,018 D
Common Stock 12/05/2024 M(3) 2,003 A $ 0 (3) 85,021 D
Common Stock 12/05/2024 F 765(2) D $4.73 84,256 D
Common Stock 12/05/2024 M(4) 75,000 A $ 0 (4) 159,256 D
Common Stock 12/05/2024 M(5) 56,250 A $ 0 (5) 215,506 D
Common Stock 12/05/2024 F 21,510(2) D $4.73 193,996 D
Common Stock 12/05/2024 M(6) 40,000 A $ 0 (6) 233,996 D
Common Stock 12/05/2024 M(7) 50,000 A $ 0 (7) 283,996 D
Common Stock 12/05/2024 F 63,096(2) D $4.73 220,900 D
Common Stock 12/05/2024 M(8) 50,000 A $ 0 (8) 270,900 D
Common Stock 12/05/2024 F 19,120(2) D $4.73 251,780 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Restricted Stock Unit (9) 12/05/2024 M(1) 10,000 (9) (9) Common Stock 10,000 $ 0 (1) 0 D
Restricted Stock Unit (10) 12/05/2024 M(3) 2,003 (10) (10) Common Stock 2,003 $ 0 (3) 0 D
Restricted Stock Unit (11) 12/05/2024 M(4) 75,000 (11) (11) Common Stock 75,000 $ 0 (4) 0 D
Restricted Stock Unit (12) 12/05/2024 M(5) 56,520 (12) (12) Common Stock 56,520 $ 0 (5) 0 D
Restricted Stock Unit (13) 12/05/2024 M(6) 40,000 (13) (13) Common Stock 40,000 $ 0 (6) 0 D
Restricted Stock Unit (14) 12/05/2024 M(7) 50,000 (14) (14) Common Stock 50,000 $ 0 (7) 0 D
Restricted Stock Unit (15) 12/05/2024 M(8) 50,000 (15) (15) Common Stock 50,000 $ 0 (8) 0 D

Reporting Owners

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
President & CTO

Signatures

/s/ James M. Donahue, by Louis Adimando, as attorney-in-fact 12/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the accelerated vesting of shares of restricted stock units granted on September 30, 2021. Restricted stock units convert into common stock on a one-for-one basis.
(2) Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations.
(3) Represents the accelerated vesting of shares of restricted stock units granted on March 11, 2022. Restricted stock units convert into common stock on a one-for-one basis.
(4) Represents the accelerated vesting of shares of performance-based restricted stock units granted on March 31, 2023. Restricted stock units convert into common stock on a one-for-one basis.
(5) Represents the accelerated vesting of shares of restricted stock units granted on March 31, 2023. Restricted stock units convert into common stock on a one-for-one basis.
(6) Represents the accelerated vesting of shares of performance-based restricted stock units granted on February 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.
(7) Represents the accelerated vesting of shares of restricted stock units granted on February 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.
(8) Represents the accelerated vesting of shares of performance-based restricted stock units granted on Febraury 5, 2024. Restricted stock units convert into common stock on a one-for-one basis.
(9) These restricted stock units granted on September 30, 2021 are vested in full. No restricted stock units from this award remain unvested.
(10) These restricted stock units granted on March 11, 2022 are vested in full. No restricted stock units from this award remain unvested.
(11) These performance-based restricted stock units granted on March 31, 2023 are vested in full. No restricted stock units from this award remain unvested.
(12) These restricted stock units granted on March 31, 2023 are vested in full. No restricted stock units from this award remain unvested.
(13) These performance-based restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.
(14) These restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.
(15) These performance-based restricted stock units granted on February 5, 2024 are vested in full. No restricted stock units from this award remain unvested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.