Form 4 - Statement of changes in beneficial ownership of securities
14 February 2024 - 8:10AM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O BM TECHNOLOGIES, INC. |
| 201 KING OF PRUSSIA ROAD SUITE 650 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BM Technologies, Inc.
[ BMTX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Financial Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
10/31/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
10/31/2023 |
|
M
|
|
690 |
A |
$0
|
3,964 |
D |
|
| Class A Common Stock |
10/31/2023 |
|
F |
|
198
|
D |
$2.35
|
3,766 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Restricted Stock Unit |
|
10/31/2023 |
|
M
|
|
|
690 |
|
|
Class A Common Stock |
690 |
$0
|
690 |
D |
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| Explanation of Responses: |
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|
|
| Remarks: |
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/s/ James F. Dullinger, by Louis Adimando, as attorney-in-fact |
02/13/2024 |
|
** 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 Number. |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints Louis Adimando, with full power of substitution and re-substitution, the undersigned's true and lawful attorney-in-fact (each
of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the
undersigned and in the undersigned's name, place and stead, in any and all capacities, to:
| 1. | Prepare, execute, and submit to the Securities and Exchange
Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes
and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact
to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or
regulation of the SEC; |
| 2. | Prepare, execute and submit to the SEC, BM Technologies, Inc. (the “Company”), and/or any national securities exchange
on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney- in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to
the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and |
| 3. | Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| a) | This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of
such information; |
| b) | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; |
| c) | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements
of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements,
or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| d) | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under
Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16
of the Exchange Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's
holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power
of Attorney.
IN WITNESS WHEREOF, the undersigned
has executed this Power of Attorney as of January 11, 2024.
| |
/s/ James F. Dullinger |
| |
Signature |
| |
|
| |
James F. Dullinger |
| |
Print Name |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints Louis Adimando, with full power of substitution and re-substitution, the undersigned's true and lawful attorney-in-fact (each
of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the
undersigned and in the undersigned's name, place and stead, in any and all capacities, to:
| 1. | Prepare, execute, and submit to the Securities and Exchange
Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes
and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact
to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or
regulation of the SEC; |
| 2. | Prepare, execute and submit to the SEC, BM Technologies, Inc. (the “Company”), and/or any national securities exchange
on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney- in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to
the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and |
| 3. | Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| a) | This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of
such information; |
| b) | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; |
| c) | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements
of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements,
or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| d) | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under
Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16
of the Exchange Act. |
The undersigned hereby grants to the Attorney-in-Fact
full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with
the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming
all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's
holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power
of Attorney.
IN WITNESS WHEREOF, the undersigned
has executed this Power of Attorney as of January 11, 2024.
| |
/s/ James F. Dullinger |
| |
Signature |
| |
|
| |
James F. Dullinger |
| |
Print Name |
BM Technologies (AMEX:BMTX)
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