Statement of Changes in Beneficial Ownership (4)
03 Januar 2023 - 11:23PM
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 APPROVAL
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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Gould Carollinn |
2. Issuer Name and Ticker or Trading Symbol
LM FUNDING AMERICA, INC.
[
LMFA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1200 PLATT STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2022 |
(Street)
TAMPA, FL 33605
(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)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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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Common Stock | | | | | | | | 21912 | I | Carollinn Gould Revocable Trust |
Common Stock | | | | | | | | 21912 | I | Bruce M. Rodgers Revocable Trust |
Common Stock | | | | | | | | 853 | I | BRR Holding, LLC (1) |
Common Stock | | | | | | | | 20 | I | Carollinn Gould IRA |
Common Stock | | | | | | | | 232 | I | Bruce M. Rodgers IRA |
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 |
Stock Option (right to buy) | $5.95 | | | | | | | (2) | 10/28/2031 | Common Stock | 10084 | | 10084 | D | |
Stock Option (right to buy) | $0.59 | 12/29/2022 | | A | | 111865 | | (3) | 12/29/2032 | Common Stock | 111865 | $0 | 111865 | D | |
Explanation of Responses: |
(1) | Bruce M. Rogers and Carollinn Gould, husband and wife, and their family, including trusts or custodial accounts of minor children of each of Mr. Rodgers and Ms. Gould, own 100% of the outstanding membership interests of BRR Holding, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares. |
(2) | Options were granted under the LM Funding America, Inc. 2021 Omnibus Incentive Plan. These options are fully vested as of the date of this Form 4. |
(3) | Option awards to purchase shares of common stock were granted under the Non-Employee Director Compensation Plan, as amended on November 18, 2022 (the "Plan"). Shares subject to the options will vest as to one-half on the 180th day after the grant date and as to one-half on the date that is the first anniversary of the grant date. Unvested awards will become fully vested upon a Change of Control, as that term is used in the Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gould Carollinn 1200 PLATT STREET SUITE 100 TAMPA, FL 33605 | X | X |
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Signatures
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/s/ Carollinn Gould | | 1/3/2023 |
**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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