FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

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 and Chief Technology
(Last)          (First)          (Middle)

201 KING OF PRUSSIA ROAD, SUITE 650, C/O BM TECHNOLOGIES, INC.		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2023
(Street)

WAYNE, PA 19087		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ 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.

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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)3/24/2023  A (1)  75000     (1) (1)Common Stock 75000 $0 (1)99007 D  
Performance Based Restricted Stock Unit  (2)3/24/2023  A (2)  37500     (2) (2)Common Stock 37500 $0 (2)50833 D  
Explanation of Responses:
(1) One-fourth of the restricted stock unit award will vest in full as of each of the first, second, third and fourth anniversaries of the March 31, 2023 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on March 31, 2027. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock upon vesting of the unit.
(2) Constitutes a portion of an award of Performance-Based Restricted Stock Units (PBRSUs), each of which represents the right to receive one share of the Issuer's common stock over a five-year performance period ending on March 31, 2028. The portion reported vests based upon the Issuer achieving certain levels of market capitalization.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Donahue James M.
201 KING OF PRUSSIA ROAD, SUITE 650
C/O BM TECHNOLOGIES, INC.
WAYNE, PA 19087

President and Chief Technology
Signatures
/s/ James Donahue, by Alex Reilly pursuant to power of attorney filed on 4/26/20234/26/2023
**Signature of Reporting PersonDate
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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