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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Francis Douglas

(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC.
41 DISCOVERY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WM TECHNOLOGY, INC. [ MAPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/16/2022 S 10,093 D $4.5728(1) 4,750,854 D
Class A Common Stock 06/21/2022 A 41,493(2) A $0.00 4,792,347 D
Class V Common Stock(3)(4) 12,431,818 D
Class V Common Stock(3)(4) 8,469,191 I By LLC(5)
Class V Common Stock(3)(4) 1,468,555 I By LLC(6)
Class V Common Stock(3)(4) 600,618 I By LLC(7)
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) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Francis Douglas

(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC.
41 DISCOVERY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ghost Media Group, LLC

(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC.
41 DISCOVERY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WM Founders Legacy I, LLC

(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC.
41 DISCOVERY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genco Incentives, LLC

(Last) (First) (Middle)
C/O WM TECHNOLOGY, INC.
41 DISCOVERY

(Street)
IRVINE CA 92618

(City) (State) (Zip)
Explanation of Responses:
1. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $4.55 to $5.59. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
2. Represents the number of shares of Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs will fully vest on the earlier of June 21, 2023 or the date of the Issuer's next annual meeting of stockholders, subject to acceleration, and subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through such vesting date.
3. These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Class A Units (as described in footnote 4 below) held by such Class V Common Stock holder at the time of such vote.
4. Post-Merger Class A Units represent non-voting limited liability company interests of WM Holding Company, LLC. Pursuant to the terms of an exchange agreement, these Class A units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock. These exchange rights do not expire.
5. Shares are held directly by Ghost Media Group, LLC ("Ghost Media") is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Ghost Media Group, LLC.
6. Shares are held directly by WM Founders Legacy I, LLC ("WM Founders") is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by WM Founders.
7. Shares are held directly by Genco Incentives, LLC ("Genco") is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Genco.
Remarks:
Douglas Francis, by /s/ Ron A. Metzger, Attorney-in-Fact 06/21/2022
Ghost Media Group, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 06/21/2022
WM Founders Legacy I, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 06/21/2022
Genco Incentives, LLC, by Douglas Francis, Manager, by /s/ Ron A. Metzger, Attorney-in-Fact 06/21/2022
** 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).
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