Lm Funding America, Inc. - Oct 28, 2022 Form 4 Insider Report for SeaStar Medical Holding Corp (ICU)

Role: 10%+ Owner
Signature: LM Funding America, Inc. By: /s/ Bruce M. Rodgers, Chief Executive Officer
Stock symbol: ICU
Transactions as of: Oct 28, 2022
Transactions value $: $5,738,000
Form type: 4
Date filed: 11/1/2022, 02:33 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICU	Common Stock	Options Exercise	$0	+2.59M		$0.00	2.59M	Oct 28, 2022	See footnote	F1

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
transaction	ICU	Class B Common Stock	Options Exercise		-2.59M	-100%		0	Oct 28, 2022	Common Stock	2.59M		See foonote	F1, F2
transaction	ICU	Warrant	Award	$5.74M	+5.74M		$1.00	5.74M	Oct 28, 2022	Common Stock	5.74M	$11.50	See footnote	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). Reporting Person is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of Reporting Person 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 member or manager of Reporting Person 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.
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.
F3	As described in the Issuer's registration statement on Form S-4 (File No. 333-264993) and the third amended and restated certificate of incorporation of the Issuer, which took effect in connection with the closing of the Issuer's business combination with SeaStar Medical, Inc., a Delaware corporation, on October 28, 2022, all Class A common stock of the Issuer was redesignated as common stock, par value $0.0001 per share.
F4	The Sponsor acquired these warrants for a purchase price of $1.00 per warrant in connection with the initial public offering of the Issuer. The warrants could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Issuer's initial business combination.