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LM FUNDING AMERICA INC

For the period ended Jun 30, 2024. Filed Aug 13, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 13, 2024

PWCM$0.53+13.3%Stored close · as of Nov 6, 2026

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Other Information

Item 5. Other Information

a) The Company is providing an updated table of Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters to reflect certain changes in the beneficial ownership of our common stock.

The following table sets forth information regarding the beneficial ownership of our common stock as of August 12, 2024 by:

each person who is known by us to beneficially own more than 5% of our outstanding common stock,

each of our directors and named executive officers, and

all directors and executive officers as a group.

The number and percentage of shares beneficially owned are based on 2,528,857 common shares outstanding as of August 8, 2024. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC, which generally require that the individual have voting or investment power with respect to the shares. In computing the number of shares beneficially owned by an individual listed below and the percentage ownership of that individual, shares underlying options, warrants and convertible securities held by each individual that are exercisable or convertible within 60 days of August 8, 2024, are deemed owned and outstanding, but are not deemed outstanding for computing the percentage ownership of any other individual. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all individuals listed have sole voting and investment power for all shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is LM Funding America, Inc., 1200 West Platt Street, Suite 100, Tampa, Florida 33606.

Name of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercentage
5% Stockholders:
None
Named Executive Officers and Directors
Bruce M. Rodgers (1)1,071,40230.82%
Carollinn Gould (2)35,8851.41%
Andrew L. Graham (3)37,3871.46%
Douglas I. McCree (4)30,9861.21%
Fred Mills (5)30,1541.18%
Frank Silcox (6)20,349*
Martin Traber (7)5,037*
Richard Russell (8)1,040,04630.09%
Ryan Duran (9)85,5023.23%
All Executive Officers and Directors as a Group (9 individuals)1,477,03039.51%
  • Represents less than 1% of beneficial ownership

(1) Includes 108,334 shares of common stock; 83,333 shares of common stock issuable upon the exercise of options held by Mr. Rodgers; 843,833 shares issuable upon the exercise of warrants held by BRRR, LLC, an entity over which Mr. Rodgers and Mr. Russell each have beneficial ownership; 15,415 shares and 20,325 shares issuable upon the exercise of options held by CGR LLC which is owned 50% by Bruce M. Rodgers Revocable Trust and 50% by Carol Linn Gould Revocable Trust, 138 shares beneficially owned by BRR Holding, LLC, 20 shares beneficially owned by Bruce M. Rodgers IRA, and 7 shares beneficially owned by Carollinn Gould IRA. Bruce M. Rodgers is the sole Trustee of the Bruce M. Rodgers Revocable Trust and Carollinn Gould is the sole Trustee of the Carol Linn Gould Revocable Trust. Bruce M. Rodgers, Carollinn Gould and their family, including trusts or custodial accounts of minor children of each of Mr. Rodgers and Ms. Gould owns 100% of the outstanding membership interests of BRR Holding, LLC and CGR LLC, and therefore Mr. Rodgers and Ms. Gould may be deemed to have shared voting and investment power for all 15,553 shares and 20,325 shares issuable upon the exercise of options held by both Trusts, CGR and BRR Holding, LLC. This amount excludes 83,333 options that are not exercisable within 60 days after August 8, 2024.

(2) Includes 20,325 shares of common stock held by the two revocable trusts. Bruce M. Rodgers, Carollinn Gould 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 each trust, 1,681 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 18,644 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.

(3) Includes 7,303 shares of common stock, 17 shares of common stock issuable upon the exercise of options at an exercise price of $3,750 that are currently exercisable, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.

(4) Includes 902 shares of common stock, 17 shares of common stock issuable upon the exercise of options at an exercise price of $3,750 that are currently exercisable, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.

(5) Includes 870 shares of common stock, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.

(6) Includes 1,681 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 18,644 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.

(7) Includes 5,037 shares of common stock.

(8) Includes 112,546 shares of common stock; 83,333 shares of common stock issuable upon the exercise of options at an exercise price of $4.51 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 83 shares of common stock issuable upon the exercise of options at an exercise price of $3,750.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 250 shares of common stock issuable upon the exercise of options at an exercise price of $300.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; and 843,833 shares issuable upon the exercise of warrants held by BRRR, LLC, an entity over which Mr. Rodgers and Mr. Russell each have beneficial ownership. This amount excludes 83,333 options that are not exercisable within 60 days after August 8, 2024.

(9) Includes 17,818 shares of common stock; 83 shares of common stock issuable upon the exercise of options at an exercise price of $300.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 14 shares of common stock issuable upon the exercise of options at an exercise price of $3,000.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 29,167 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable or become exercisable within 60 days after August 8, 2024; and 41,667 shares of common stock issuable upon the exercise of options at an exercise price of $4.51. This amount excludes 3,247 options that are not exercisable within 60 days of August 8, 2024.

b) None.

c) During the six months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified, orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the Securities and Exchange Commission’s rules).

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