Form 4 Fusion Acquisition Corp. For: Sep 22 Filed by: VanWagner Adam

September 24, 2021 8:31 PM EDT

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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 *
VanWagner Adam

(Last) (First) (Middle)
C/O MONEYLION INC.
30 WEST 21ST STREET, 9TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fusion Acquisition Corp. [ ML ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 09/22/2021   M   5,972 A $ 0.34 5,972 D  
Class A Common Stock 09/22/2021   M   8,204 A $ 0.4 14,176 D  
Class A Common Stock 09/22/2021   M   65,203 A $ 0.59 79,379 D  
Class A Common Stock 09/22/2021   D (1)   79,379 D $ 10 0 D  
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
Stock Options (Right to Buy) $ 0.34 09/22/2021   A   8,203     (2) 09/30/2028 Class A Common Stock 8,203 $ 0 8,203 D  
Stock Options (Right to Buy) $ 0.34 09/22/2021   M     5,972   (1) 09/30/2028 Class A Common Stock 5,972 $ 0 2,231 D  
Stock Options (Right to Buy) $ 0.4 09/22/2021   A   16,408     (3) 09/20/2029 Class A Common Stock 16,408 $ 0 16,408 D  
Stock Options (Right to Buy) $ 0.4 09/22/2021   M     8,204   (1) 09/20/2029 Class A Common Stock 8,204 $ 0 8,204 D  
Stock Options (Right to Buy) $ 0.59 09/22/2021   A   139,466     (4) 04/30/2030 Class A Common Stock 139,466 $ 0 139,466 D  
Stock Options (Right to Buy) $ 0.59 09/22/2021   M     65,203   (1) 04/30/2030 Class A Common Stock 65,203 $ 0 74,263 D  
Stock Options (Right to Buy) $ 2.58 09/22/2021   A   164,078     (5) 01/31/2031 Class A Common Stock 164,078 $ 0 164,078 D  
Explanation of Responses:
1. In connection with the Issuer's business combination (the "Business Combination") with MoneyLion Inc., now known as MoneyLion Technologies Inc. ("Legacy ML") in accordance with the terms of the Agreement and Plan of Merger, dated February 11, 2021, as amended on June 28, 2021 and September 4, 2021, by and among the Issuer (f/k/a Fusion Acquisition Corp.), ML Merger Sub Inc. ("Merger Sub") and Legacy ML (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy ML, with Legacy ML surviving the merger as a wholly-owned subsidiary of the Issuer, the Reporting Person exercised options which such resulting shares of Class A Common Stock were simultaneously acquired by the Issuer.
2. The option vests 25% on the first anniversary of October 1, 2018 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
3. The option vests 25% on the first anniversary of September 21, 2019 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.
4. The option vests 25% on the first anniversary of May 1, 2020 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. In connection with the Business Combination, the Issuer accelerated the vesting of 18,720 of these options and the remainder of the options will continue to vest on the initial vesting schedule.
5. The option vests 25% on the first anniversary of February 1, 2021 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock. In connection with the Business Combination, the Issuer accelerated the vesting of 34,195 of these options and the remainder of the options will continue to vest on the initial vesting schedule.
/s/ Adam VanWagner 09/24/2021
** 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 Number.


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