Amendment: SEC Form SC 13D/A filed by LM Funding America Inc.

1

NAMES OF REPORTING PERSONS

 

 

Richard Russell

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

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(b)

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3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

OO

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

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6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States of America

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

 

196,213 (1)

 

 

 

 

8

SHARED VOTING POWER

 

 

843,833 (2)

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

196,213 (1)

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

843,833 (2)

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

1,040,046

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

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13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

27.85% (3)

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IN

 

 

 

 

(1)

Includes up to 83,333 shares that may be acquired pursuant to options which vest within 60 days of August 19, 2024 and excludes 83,333 shares that do not vest within 60 days of August 19, 2024.

(2)

Includes up to 843,833 shares that may be acquired upon the exercise of warrants held by an entity in which Mr. Russell has a beneficial interest, and through such interest may be deemed to have shared voting and dispositive power over such shares,

(3)

Based on 2,806,857 shares outstanding, 83,667 shares that may be acquired pursuant to options which are currently exercisable, and 843,833 shares that may be acquired pursuant to the exercise of warrants over which Mr. Russell may be deemed to have shared voting and dispositive power.

Item 1.

Item 5.

(a)-(b)

As of the date of this Report, Mr. Russell beneficially owns 1,040,046 Shares, which represents approximately 27.85% of the outstanding Shares based on 2,806,857 Shares outstanding, which is the total number of Shares outstanding as of August 19, 2024. Mr. Russell has sole voting and dispositive power over 196,213 Shares and has shared voting and dispositive power over 843,833 Shares. The Shares are comprised of (i) 112,546 Shares held directly (including 9,028 Shares held in the form of restricted shares that are subject to vesting), (ii) 83,667 Shares issuable upon the exercise of outstanding Common Stock options held by Mr. Russell, and (iii) 843,833 Shares that may be acquired pursuant to the exercise of Warrants over which Mr. Russell may be deemed to have shared voting and dispositive power. The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.

(c)

Except as described in this Amendment and Schedule 13D, Mr. Russell has not effected any transaction with respect to the Shares in the past 60 days.

(d)

To the best knowledge of Mr. Russell, Mr. Russell does not have and does not know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, and Shares beneficially owned by Mr. Russell.

(e)

Not applicable.

 

Richard Russell