Form 4 for ICU SeaStar Medical Holding Corp

Accepted 2022-11-01 00:00:00 ET · period of report 2022-10-28 · accession 0001567619-22-018991 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2022-11-01	2022-10-28	ICU	LMFAO Sponsor, LLC	10%	M - OptEx	$0.00	+2.59M	2.59M	New	$0
D	2022-11-01	2022-10-28	ICU	LMFAO Sponsor, LLC	10%	M - OptEx	—	-2.59M	0	-100%	—
D	2022-11-01	2022-10-28	ICU	LMFAO Sponsor, LLC	10%	A - Grant	$1.00	+5.74M	5.74M	New	+$5.74M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-10-28	M	A	2,587,500	$0.00	2,587,500	D	—	—	(F1) All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). LM Funding America, Inc. is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of LM Funding America, Inc. has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual director of LM Funding America, Inc. exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
2	Derivative	Class B Common Stock	2022-10-28	M	D	2,587,500	—	0	D	— · — to —	2,587,500 Common Stock	(F2) As described in the Issuer's registration statement on Form S-1 (File No. 333-251962) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. (F1) All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). LM Funding America, Inc. is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of LM Funding America, Inc. has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual director of LM Funding America, Inc. exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
3	Derivative	Warrant	2022-10-28	A	A	5,738,000	$1.00	5,738,000	D	$11.50 · 2022-10-28 to 2027-10-28	5,738,000 Common Stock	(F1) All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). LM Funding America, Inc. is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of LM Funding America, Inc. has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual director of LM Funding America, Inc. exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.