Luvleen Sidhu - Jan 31, 2025 Form 4 Insider Report for BM Technologies, Inc. (BMTX)

Signature
/s/ Luvleen Sidhu, by Louis Adimando, as attorney-in-fact
Stock symbol
BMTX
Transactions as of
Jan 31, 2025
Transactions value $
-$6,860,235
Form type
4
Date filed
2/3/2025, 08:43 AM
Previous filing
Dec 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BMTX Common Stock Disposed to Issuer -$3.74M -747K -100% $5.00 0 Jan 31, 2025 Direct F1, F2

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 BMTX Performance-Based Restricted Stock Unit Disposed to Issuer -$500K -100K -100% $5.00 0 Jan 31, 2025 Common Stock 100K Direct F1, F3, F4
transaction BMTX Restricted Stock Unit Disposed to Issuer -$375K -75K -100% $5.00 0 Jan 31, 2025 Common Stock 75K Direct F1, F3, F5
transaction BMTX Restricted Stock Unit Disposed to Issuer -$500K -100K -100% $5.00 0 Jan 31, 2025 Common Stock 100K Direct F1, F3, F6
transaction BMTX Performance-Based Restricted Stock Unit Disposed to Issuer -$500K -100K -100% $5.00 0 Jan 31, 2025 Common Stock 100K Direct F1, F3, F7
transaction BMTX Performance-Based Restricted Stock Unit Disposed to Issuer -$1.25M -250K -100% $5.00 0 Jan 31, 2025 Common Stock 250K Direct F1, F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On January 31, 2025, pursuant to the Agreement and Plan of Merger, dated October 24, 2024 (the "Merger Agreement"), between Issuer, First Carolina Bank ("Parent") and Double Eagle Acquisition Corp., Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with Issuer continuing as the surviving corporation and wholly-owned subsidiary of the Parent (the "Merger").
F2 On January 31, 2025, pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $.00001 per share, issued and outstanding prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to $5.00 per share, subject to any withholding of taxes required by applicable law.
F3 On January 31, 2025, pursuant to the Merger Agreement, each share of Issuer Restricted Stock Units and Performance-Based Restricted Stock Units, other than certain excluded Issuer stock awards ("Eligible Company Stock Award"), whether or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) $5.00 and (ii) the total number of shares of Eligible Company Stock Award.
F4 On March 31, 2023, the Reporting Person was granted an award of 100,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on March 31, 2028. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.
F5 On March 31, 2023, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the March 31, 2023 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on March 31, 2027. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the 75,000 unvested restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.
F6 On February 5, 2024, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the February 5, 2024 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on February 5, 2028. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.
F7 On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.
F8 On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.