Tai A. Thornock - Jun 17, 2021 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role: Chief Accounting Officer
Signature: /s/ Tracy Lowe, as Attorney-in-Fact
Stock symbol: FOA
Transactions as of: Jun 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/22/2021, 04:19 PM
Next filing: Oct 1, 2021

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	FOA	Restricted Stock Units	Award	$0	+138K		$0.00	138K	Jun 17, 2021	Class A Common Stock	138K		Direct	F1, F2, F3
transaction	FOA	Earnout Rights	Award	$0	+14.4K		$0.00	14.4K	Jun 17, 2021	Class A Common Stock	14.4K		Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock ("Class A Common Stock"). The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
F2	Pursuant to the terms of the Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement") governing the business combination ("Business Combination") of Replay Acquisition Corp. and Finance of America Equity Capital LLC and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units and related Earnout Rights.
F3	Pursuant to the terms of the LTIP, 25% of the replacement restricted stock units vested on the grant date, and the remaining 75% will vest in equal installments on each of the first three anniversaries of the closing of the Business Combination, subject to each holder's continued employment.
F4	Pursuant to earnout provisions in the Transaction Agreement and the LTIP, the holder of such Earnout Rights is entitled to receive shares of Class A Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds the thresholds described below. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.