Statement of Ownership (sc 13g)
May 16 2023 - 10:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. )*
Finwise Bancorp
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
31813A109
(CUSIP Number)
December 31,
2022
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* |
The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 31813A109 |
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Page 2
of 5 |
1 |
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NAMES OF REPORTING PERSONS
Jarret Prussin |
2 |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ |
3 |
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SEC
USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
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5 |
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SOLE VOTING POWER
630,197 |
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6 |
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SHARED VOTING POWER
47,280 |
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7 |
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SOLE DISPOSITIVE POWER
630,197 |
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8 |
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SHARED DISPOSITIVE POWER
47,280 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,477 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% |
12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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CUSIP No. 31813A109 |
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Page 3
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Item 1.
(a) Name of Issuer
The name of the issuer is Finwise Bancorp. (the
“Issuer”).
(b) Address of Issuer’s Principal
Executive Offices
756 East Winchester, Suite 100, Murray,
UT 84107.
Item 2.
(a) Name of Person Filing:
Jarret Prussin
(b) Address of Principal Business Office
or, if None, Residence:
Principal Business Office: c/o Business Funding
Group, LLC, 84 West Park Place, Stamford, CT 06901.
(c) Citizenship:
U.S.A.
(d) Title of Class of Securities:
Common Stock, $0.001 par value per share (“Common
Stock”).
(e) CUSIP Number:
31813A109.
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a8).
(e) ¨ An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) ¨ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Not applicable. |
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CUSIP No. 31813A109 |
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Page 4
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(a) Amount beneficially owned:
As of December 31, 2022, Mr. Prussin
may be deemed to beneficially own: 677,477 shares of Common Stock including, 47,280 shares of Common Stock underlying warrants owned
by a limited liability company as to which Mr. Prussin shares voting and dispositive power
(b) Percent of class:
5.26%. The percentage used herein is rounded
to the nearest hundredth and based on 12,824,572 shares of Common Stock outstanding as of March 27, 2023 pursuant to the Issuer’s
Form 10-K for the year ended December 31, 2022.
(c) Number of shares as to which the
person has:
(i) Sole power to vote or to direct the
vote: 630,197 shares of Common Stock;
(ii) Shared power to vote or to direct the
vote: 47,280;
(iii) Sole power to dispose or to direct
the disposition of: 630,197 shares of Common Stock; and
(iv) Shared power to dispose or to direct
the disposition of: 47,280.
Item 5. |
Ownership of Five Percent
or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨ .
Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification
of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of
Group. |
Not applicable.
Not applicable.
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CUSIP No. 31813A109 |
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Page 5
of 5 |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 15, 2023
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By: |
/s/Jarret
Prussin |
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Jarret
Prussin |
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