Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
MONEYLION INC. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
60938K304 (CUSIP Number) |
Joseph Giquinto Edison VIII GP, LLC, 281 Witherspoon Street Princeton, NJ, 08540 (609) 873-9237 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 60938K304 |
| 1 |
Name of reporting person
Edison Partners VIII, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 60938K304 |
| 1 |
Name of reporting person
Edison VIII GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| <
/tr>||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
MONEYLION INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
30 WEST 21ST STREET, 9TH FLOOR, NEW YORK,
NEW YORK
, 10010. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 5, 2021, and amended on December 10, 2024 and December 12, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows: On April 17, 2025, pursuant to the Agreement and Plan of Merger, dated as of December 10, 2024 (the "Merger Agreement"), by and among the Issuer, Gen Digital Inc., a Delaware corporation ("Parent"), and Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock") that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Issuer Common Stock that were held by the Issuer as treasury stock or owned by Parent, any shares of Issuer Common Stock with respect to which a no transfer order was placed with the Issuer's transfer agent as of the date of the Merger Agreement that remained in place immediately prior to the Effective Time, and any shares of Issuer Common Stock as to which appraisal rights were properly exercised in accordance with Delaware law and whose holder complied with Section 262 of the General Corporation Law of the State of Delaware with respect thereto) was automatically cancelled, extinguished and converted into the right to receive (i) $82.00 in cash (the "Cash Consideration"), without interest thereon, and (ii) one contingent value right (a "CVR") issued by Parent subject to and in accordance with that certain Contingent Value Rights Agreement, dated as of April 17, 2025 (the "CVR Agreement"), by and among Parent and Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together, the "Rights Agent") (collectively, the "Merger Consideration"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by such Reporting Person and are incorporated by reference. | |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. | |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons. | |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A common stock on April 17, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|