Amended Statement of Changes in Beneficial Ownership (4/a)
May 10 2023 - 5:14PM
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 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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Francis Douglas |
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
__X__ Officer (give title below) _____ Other (specify below)
Executive Chair |
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(Last)
(First)
(Middle)
C/O WM TECHNOLOGY, INC., 41 DISCOVERY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2023 |
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(Street)
IRVINE, CA 92618 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/9/2023 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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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 | 1/5/2023 | | J(1) | | 481927 | D | $0.00 | 4792347 | D | |
| Class V Common Stock (2)(3) | | | | | | | | 12431818 | D | |
| Class V Common Stock (2)(3) | | | | | | | | 8469191 | I | By LLC (4) |
| Class V Common Stock (2)(3) | | | | | | | | 1468555 | I | By LLC (5) |
| Class V Common Stock (2)(3) | | | | | | | | 600618 | 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) | On January 5, 2023, the Issuer granted 481,927 restricted stock units to the Reporting Person, which the Reporting Person subsequently declined on May 8, 2023, and the Issuer rescinded. |
| (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") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Ghost Media. |
| (5) | Shares are held directly by WM Founders Legacy I, LLC ("WM Founders") which 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") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Genco. |
Reporting Owners
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| 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 |
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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 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 |
| X |
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Signatures
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| Douglas Francis, by /s/ Ron A. Metzger, Attorney-in-Fact | | 5/10/2023 |
| **Signature of Reporting Person | Date |
| Ghost Media Group, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact | | 5/10/2023 |
| **Signature of Reporting Person | Date |
| WM Founders Legacy I, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact | | 5/10/2023 |
| **Signature of Reporting Person | Date |
| Genco Incentives, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact | | 5/10/2023 |
| **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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