MSP Recovery Form 4 / Mayra Cristina Ruiz ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ruiz Mayra Cristina

(Last)

(First)

(Middle)

3150 SW 38TH AVENUE

SUITE 1100

(Street)

MIAMI

33146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MSP Recovery, Inc. [ MSPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/13/2024		S		16,000⁽¹⁾	D	$0	16,000⁽²⁾	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Up-C Units⁽⁴⁾	$0⁽⁵⁾	12/13/2024		S		1,012,123		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,012,123	$0⁽⁵⁾	1,012,132	I	See footnote⁽⁶⁾
New Warrants [MSPRW]⁽⁷⁾	$7,187.5							06/22/2022	05/23/2027	Class A Common Stock	1,354		1,354	D

Explanation of Responses:

1. Effective December 13, 2024, pursuant to a marital settlement agreement, John H. Ruiz transferred all of his interest in Ruiz Group Holdings Limited, LLC to his ex-wife, Mayra C. Ruiz, which beneficially owned 16,000 shares of Class A Common Stock.

2. Includes 16,000 shares of Class A Common Stock held by Ruiz Group Holdings Limited, LLC.

3. Represents 16,000 shares of Class A Common Stock held by Ruiz Group Holdings Limited, LLC.

4. Represents shares of Class A Common Stock issuable in respect of an equal number of Class B units (the "LLC Units") of Lionheart II Holdings,LLC, a wholly owned subsidiary of the Issuer ("Opco"), and shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock," and together with an LLC Unit, an "Up-C Unit"), subject to the terms of the First Amended and Restated Limited Liability CompanyAgreement of Lionheart II Holdings, LLC (the "LLC Agreement"). Effective December 13, 2024, pursuant to a marital settlement agreement, Mayra C. Ruiz acquired from John H. Ruiz: (i) Ruiz Group Holdings Limited, LLC, which holds 692,123 Up-C Units; and (ii) 320,000 Up-C Units held by Jocral Family LLLP.

5. 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.

6. Represents Up-C Units held as follows: (a) 692,123 Up-C Units by Ruiz Group Holdings Limited, LLC; and (b) 320,000 Up-C Units held by Mayra C. Ruiz, individually.

7. 1,354 shares of Class A common stock issuable upon the exercise of 846,000 warrants held by Mayra C. Ruiz to purchase shares of Class A Common Stock at $7,187.50 per share, which became exercisable on June 22, 2022 and expire on May 23, 2027, as disclosed in the Issuer's Current Report on Form 8-K filed on May 27, 2022 ("Closing 8-K").

	/s/ Mayra C. Ruiz	12/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

MSP Recovery (MSPR) Form 4MSP Recovery / Mayra Cristina Ruiz ownership change