Diwakar Choubey - Apr 17, 2025 Form 4 Insider Report for MONEYLION INC. (ML)

Signature
/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey
Stock symbol
ML
Transactions as of
Apr 17, 2025
Transactions value $
$0
Form type
4
Date filed
4/21/2025, 08:42 PM
Previous filing
Feb 24, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ML Class A Common Stock Disposed to Issuer -167K -100% 0 Apr 17, 2025 Direct F1, F2
transaction ML Class A Common Stock Disposed to Issuer -20.6K -100% 0 Apr 17, 2025 By Wife F1, F3
transaction ML Class A Common Stock Disposed to Issuer -122K -100% 0 Apr 17, 2025 By Choubey Charitable Trust F1, F4
transaction ML Class A Common Stock Disposed to Issuer -107K -100% 0 Apr 17, 2025 By FIG Heritage Trust 1 F1, F4
transaction ML Class A Common Stock Disposed to Issuer -43.7K -100% 0 Apr 17, 2025 By FIG Heritage Trust 2 F1, F4
transaction ML Class A Common Stock Disposed to Issuer -43.7K -100% 0 Apr 17, 2025 By FIG Heritage Trust 3 F1, F4
transaction ML Class A Common Stock Disposed to Issuer -122K -100% 0 Apr 17, 2025 By FIG Heritage Trust 4 F1, F4
transaction ML Class A Common Stock Disposed to Issuer -5.91K -100% 0 Apr 17, 2025 By Diwakar & Shreya Choubey Foundation F1, F4
transaction ML Class A Common Stock Disposed to Issuer -165K -100% 0 Apr 17, 2025 Direct F5
transaction ML Class A Common Stock Disposed to Issuer -44.6K -100% 0 Apr 17, 2025 Direct F6
transaction ML Class A Common Stock Disposed to Issuer -33K -100% 0 Apr 17, 2025 Direct F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ML Stock Options (Right to Buy) Disposed to Issuer $0 -49.2K -100% $0.00 0 Apr 17, 2025 Class A Common Stock 49.2K $6.60 Direct F1, F8
transaction ML Stock Options (Right to Buy) Disposed to Issuer $0 -15.3K -100% $0.00 0 Apr 17, 2025 Class A Common Stock 15.3K $12.00 Direct F1, F8
transaction ML Stock Options (Right to Buy) Disposed to Issuer $0 -82K -100% $0.00 0 Apr 17, 2025 Class A Common Stock 82K $12.00 Direct F1, F8
transaction ML Stock Options (Right to Buy) Disposed to Issuer $0 -5.47K -100% $0.00 0 Apr 17, 2025 Class A Common Stock 5.47K $17.70 Direct F1, F8
transaction ML Stock Options (Right to Buy) Disposed to Issuer $0 -64.8K -100% $0.00 0 Apr 17, 2025 Class A Common Stock 64.8K $77.40 Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Diwakar Choubey is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 At the effective time of the merger contemplated by the Agreement and Plan of Merger (the "Effective Time"), dated December 10, 2024, by and among Gen Digital Inc., a Delaware corporation ("Parent"), Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and MoneyLion Inc., a Delaware corporation ("Company"), each share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock") held by the Reporting Person was cancelled and converted into the right to receive(i) $82 in cash (the "Per Share Cash Consideration") and (ii) one contingent value right issued by Parent subject to and in accordance with the Contingent Value Rights Agreement, dated April 17, 2025 by and among the Company and Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (each, a "CVR", and together with the Per Share Cash Consideration, the "Merger Consideration").
F2 Represents shares of Class A Common Stock held directly by the Reporting Person or jointly with his spouse.
F3 Includes shares of Class A Common Stock owned by the Reporting Person's spouse and does not include the 5,906 shares of Class A Common Stock that the Reporting Person's spouse transferred to the Diwakar & Shreya Choubey Foundation for no consideration.
F4 The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F5 Represents restricted stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each restricted stock unit that is unvested as of immediately prior to the Effective Time (the "Unvested Company RSUs") was assumed by Parent and converted into a restricted stock unit award (the "Converted RSUs") with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time by (ii) a ratio equal to 3.48.
F6 Represents performance stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each performance stock unit that vests based on the achievement of specific target annual key performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Annual PSU") was assumed by Parent and converted into an award of Converted RSUs with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Company Annual PSU as previously determined and certified by Company and (ii) a ratio equal to 3.48.
F7 Represents performance stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each performance restricted stock unit that vests based on the achievement of specified share price performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Share Price PSU") vested to the extent set forth in the applicable award agreement relating to such Company Share Price PSUs and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Class A Common Stock subject to such vested Company Share Price PSU (with the applicable performance conditions previously achieved).
F8 At the Effective Time, each option to purchase shares of Class A Common Stock (whether vested or unvested) with an exercise price that is less than the closing price of a share of Class A Common Stock as of the Effective Time was cancelled and converted into the right to receive (i) an amount in cash equal to the excess of the Per Share Cash Consideration over the applicable exercise price and (ii) one CVR.