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Share Name | Share Symbol | Market | Type |
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LM Funding America Inc | NASDAQ:LMFA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.02 | -0.67% | 2.97 | 1.91 | 5.45 | 3.14 | 2.81 | 2.95 | 176,100 | 05:00:00 |
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NAMES OF REPORTING PERSONS
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Bruce Rodgers
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,150,000
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8
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SHARED VOTING POWER
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178,128
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9
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SOLE DISPOSITIVE POWER
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1,150,000
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10
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SHARED DISPOSITIVE POWER
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178,128
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,328,128
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.72%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(a)-(b)
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As of the date of this Amendment, Mr. Rodgers is deemed to beneficially own 1,262,788 Shares, which represents approximately 8.72% of the outstanding Shares based on
14,651,883 Shares outstanding, which is the total number of Shares outstanding as of the date of the filing of this Amendment. Mr. Rodgers has the sole power to vote and dispose of 1,150,000 Shares, which is comprised of (i) the 650,000
restricted Shares granted to Mr. Rodgers by the Issuer on April 20, 2023, and (ii) the 500,000 Shares issuable upon the exercise of the Options as of June 30, 2023. Mr. Rodgers has shared voting and dispositive power over 178,128 Shares,
which includes (i) 84,661 Shares issuable upon the exercise of stock options held by Ms. Carollinn Gould, the spouse of Mr. Rodgers, that are currently exercisable or exercisable within 60 days of the date of this Amendment, (ii) 92,486
Shares beneficially owned by CGR63, LLC, which is owned by the Bruce M. Rodgers Revocable Trust and Carol Linn Gould Revocable Trust, (iii) 823 Shares beneficially owned by BRR Holding, LLC, an entity over which Mr. Rodgers and his spouse
share voting and dispositive control, (iv) 118 Shares beneficially owned by the Bruce M. Rodgers IRA, and (v) 40 Shares beneficially owned by the Carollinn Gould IRA. The percentage of ownership reported in this Item 5 was calculated in
accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
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(c)
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Except as described in this Amendment, Mr. Rodgers has not effected any transaction with respect to the Shares in the past 60 days.
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(d)
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To the best knowledge of Mr. Rodgers, Mr. Rodgers does not have and does not know any other person who has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, and Shares beneficially owned by Mr. Rodgers.
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(e)
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Not applicable.
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1. Restricted Stock Award Agreement, dated April 20, 2023.
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/s/ Bruce Rodgers | ||
Bruce Rodgers
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Grant Date:
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April 20, 2023
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Number of Shares of Restricted Stock
(“Restricted Shares”):
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650,000
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Vesting Schedule:
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The Shares will vest and become exercisable in equal increments of one twelfth (1/12) of the total Shares beginning on May 31, 2023 and continuing on the last day of each of the succeeding eleven (11) calendar
months thereafter, provided that you remain in continuous employment or service with the Company or an Affiliate until the applicable vesting date
Notwithstanding the foregoing, the Restricted Shares will vest in full upon a Change of Control, if you are continuously employed with, or in the service of, the Company or an Affiliate thereof through the day
preceding the date of the Change of Control.
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Termination of Employment or Service:
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Upon your termination of employment with, or cessation of services to, the Company or an Affiliate thereof prior to the date the Restricted Shares are vested, you will forfeit the unvested Restricted Shares.
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Release of Shares:
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The Restricted Shares will be held in an account at the Company’s transfer agent pending vesting. As soon as practicable after any Restricted Shares vest, the applicable restrictions on the Restricted Shares
will be removed and such Shares will be issued according to your instructions.
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Transferability of
Restricted Shares:
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You may not sell, transfer or otherwise alienate or hypothecate any of your Restricted Shares until they are vested. In addition, by accepting this Award, you agree not to sell any Shares acquired under this
Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.
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Voting and Dividends:
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While the Restricted Shares are subject to forfeiture, you may exercise full voting rights and will be entitled all dividends and other distributions paid with respect to the Restricted Shares, in each case so
long as the applicable record date occurs before you forfeit the Restricted Shares; provided that any dividends and distributions other than cash dividends will be held in the custody of the Company and will be subject to the same risk of
forfeiture, restrictions on transferability and other terms of this Award that apply to the Restricted Shares with respect to which such distributions were made. All such non-cash dividends or other distributions will be paid to you within
45 days following the full vesting of the Restricted Shares with respect to which such distributions were made.
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Transferability of Award:
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You may not transfer or assign this Award for any reason, other than as set forth in the Plan. Any attempted transfer or assignment will be null and void.
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Market Stand-Off:
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In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you
will not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or
transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company and the Company’s underwriters. Such restriction will be in effect for
such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, will such period exceed one hundred eighty (180) days. You agree to execute any lock-up agreement or
similar agreement requested by the Company or the Company’s underwriters to evidence the foregoing obligations plus such other obligations that are generally applied to Company stockholders in connection with the underwritten public offering.
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Tax Matters:
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You understand that you (and not the Company or any Affiliate) will be responsible for your own federal, state, local or foreign tax liability and any other tax consequences that may arise as a result of the
transactions contemplated by this Award. You will rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such
tax matters. You understand that you may alter the tax treatment of the Shares subject to this Award by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election must be filed within
thirty (30) days after the date of this Award to be effective. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the advantages and disadvantages of
filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives to make this
filing on your behalf.
The following two paragraphs are applicable only to employees of the Company:
To the extent that the receipt or the vesting of the Restricted Shares, or the payment of dividends on the Restricted Shares, results in income to you for federal, state or local income tax purposes, except as
otherwise provided in the following paragraph, you will deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, vesting or payment, as the case may be, such amount as the Company
requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you (including Restricted Shares as
described in the following paragraph) an amount sufficient to satisfy its withholding obligations or to delay delivery of the shares.
If you do not make an election under Code Section 83(b) in connection with this Award and only if permitted by the Company, you may satisfy the withholding requirement in connection with the vesting of the
Restricted Shares, in whole or in part, by electing to have the Company withhold for its own account the number of Restricted Shares that would otherwise be released to you on the date the tax is to be determined having an aggregate Fair
Market Value (on the date the tax is to be determined) equal to the tax that the Company must withhold in connection with the vesting of such Restricted Shares. The Fair Market Value of any fractional Share not used to satisfy the
withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.
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Miscellaneous:
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• This Award may be amended only by written consent signed by both you and the Company, unless
the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Board or the Committee without your consent in accordance with the provisions of the Plan.
• The failure of the Company to enforce any provision of this Award at any time will in no way
constitute a waiver of such provision or of any other provision hereof.
• In the event any provision of this Award is held illegal or invalid for any reason, such
illegality or invalidity will not affect the legality or validity of the remaining provisions of this Award, and this Award will be construed and enforced as if the illegal or invalid provision had not been included in this Award.
• As a condition to the grant of this Award, you agree (with such agreement being binding upon
your legal representatives, guardians, legatees or beneficiaries) that this Award will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan, and any determination made by the
Committee pursuant to this Award or the Plan, will be final, binding and conclusive.
• This Award may be executed in counterparts.
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LM FUNDING AMERICA, INC.
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By: /s/ Richard Russell
Richard Russell
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By: /s/ Bruce Rodgers
Bruce Rodgers
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Date: April 20, 2023 |
1 Year LM Funding America Chart |
1 Month LM Funding America Chart |
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