Annual Statement of Changes in Beneficial Ownership (5)
14 Fevereiro 2023 - 6:56PM
Edgar (US Regulatory)
FORM 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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0362
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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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Rodgers Bruce M. | 2. Issuer Name and Ticker or Trading SymbolLM FUNDING AMERICA, INC. [LMFA] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President |
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(Last)
(First)
(Middle)
1200 PLATT STREET, SUITE 100 | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2022 |
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(Street)
TAMPA, FL 33606
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Amount | (A) or (D) | Price |
| Common Stock | 6/16/2022 | | G (1) | 6575 | D | $0 (1) | 63999 | I | By Bruce M. Rodgers Revocable Trust through CGR63, LLC |
| Common Stock | 6/16/2022 | | G (1) | 6574 | D | $0 (1) | 15338 | I | By Carolinn Gould Revocable Trust through CGR63, LLC |
| Common Stock | | | | | | | 853 | I | BRR Holding, LLC (2) |
| Common Stock | | | | | | | 232 | I | Bruce M. Rodgers IRA |
| Common Stock | | | | | | | 20 | I | Carollinn Gould IRA |
Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | $5.95 | | | | | | (3) | 10/28/2031 | Common Stock | 1800000 | | 0 | D | |
| Explanation of Responses: |
| (1) | Represents indirect transfer of beneficial ownership by gift through transfer of equity interest in CGR63, LLC. |
| (2) | 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. |
| (3) | Options to purchase shares of common stock were granted to Mr. Rodgers under the LM Funding America, Inc. 2021 Omnibus Incentive Plan on October 28, 2021. On November 18, 2022, Mr. Rodgers and the company mutually agreed to terminate the options, and Mr. Rodgers did not receive any consideration in exchange for such cancellation. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Rodgers Bruce M.
1200 PLATT STREET
SUITE 100
TAMPA, FL 33606 | X |
| Chairman, CEO and President |
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Signatures
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| /s/ Bruce M. Rodgers | | 2/14/2023 |
| **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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