SEC Form 4 · accession 0001213900-18-013014
Megalith Financial Acquisition Corp · MFAC.U
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bhanu Choudhrie
Director · 10% Owner
Period of report
Sep 21, 2018
Accepted (ET)
Sep 25, 2018 · 9:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001725872
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F1 | — | Sep 21, 2018 | J | 80,278 | D | — | — | Class A Common Stock | 80,278 | 4,232,222 | I |
Explanation of responses
- F1As described in the issuer's registration statement on Form S-1 (File No. 333-226270) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
- F2As contemplated in connection with the initial public offering of the issuer, 80,278 shares of Class B common stock of the issuer were returned by MFA Investor Holdings LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
- F3These shares represent the Class B common stock held by the Sponsor acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. Mr. Choudhrie is a managing member of the Sponsor, and shares the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Choudhrie may be deemed to have or share beneficial ownership of such shares. Mr. Choudhrie disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.