John Hasan Ruiz - May 23, 2022 Form 3/A - Amendment Insider Report for MSP Recovery, Inc. (LIFW)

Signature
See Exhibit 99.1 for signatures
Stock symbol
LIFW
Transactions as of
May 23, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
6/8/2022, 05:45 PM
Date Of Original Report
Jun 2, 2022
Next filing
Jun 2, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LIFW LLC Units May 23, 2022 Class A Common Stock 2.12B See notes F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This form is being filed by the following reporting persons: John H. Ruiz; Ruiz Group Holdings Limited, LLC; Jocral Family LLLP; John H. Ruiz Revocable Living Trust; and Mayra Ruiz (collectively, the "Reporting Persons"). John H. Ruiz Revocable Living Trust is the general partner of Jocral Family LLLP. Mr. Ruiz and Mayra Ruiz are co-trustees of John H. Revocable Living Trust. Mr. Ruiz is the manager of Ruiz Group Holdings Limited, LLC. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F2 Represents LLC units ("LLC Units") of Lionheart II Holdings, LLC ("Opco"), which are each paired with one share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock"). Each share of Class V Common Stock has the same voting rights as a share of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), but no economic rights. Pursuant to the first amended and restated limited liability company agreement of Opco, dated as of May 23, 2022 (the "LLC Agreement"), the LLC Units have no expiration date and each LLC Unit, together with a share of Class V Common Stock, is exchangeable for one share of Class A Common Stock.
F3 Pursuant to the LLC Agreement, the Reporting Persons, are also obligated to sell LLC Units to the Issuer upon the delivery of a notice by the Issuer in connection with the exercise of certain warrants, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2022 (the "New Warrant Repurchase").
F4 Represents LLC Units directly held as follows: 1,387,146,477 by Jocral Family LLLP; 442,576,489 by Ruiz Group Holdings Limited, LLC; 50,169,200 by John H. Ruiz Revocable Living Trust; and 289,434,600 by Series MRCS, a series of MDA Series, LLC ("Series MCRS"). Mr. Ruiz is a member of Series MRCS and has a pecuniary interest in such LLC Units.
F5 Includes (i) 4,200,000 LLC Units being held in escrow to cover potential indemnification obligations under the MIPA, (ii) 45,500,001 LLC Units being held in escrow to ensure that Virage Recovery Master LP ("VRM") receives full payment pursuant to the terms of the Master Transaction Agreement, dated as of March 9, 2022, by and among VRM, Series MRCS, a series of MDA, Series LLC, the Reporting Person, Frank C. Quesada, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H. Ruiz, d/b/a MSP Recovery Law Firm, MSP Law Firm, the Issuer and Opco, and (iii) 720,300,016 LLC Units being held in escrow to satisfy the sales to the Issuer in the New Warrant Repurchase.
F6 Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

This amendment is being filed to include the SEC filing code for John H. Ruiz Revocable Living Trust, the reporting person, which was not available at the time of the original filing. Exhibit 24.1 - Power of Attorney for John Ruiz, incorporated herein by reference Exhibit 24.2 Power of Attorney for Mayra Ruiz, incorporated herein by reference Exhibit 99.1 Joint Filer Information, incorporated herein by reference