Patricia Cook - Apr 1, 2021 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role: Chief Executive Officer, Director
Signature: /s/ Tracy Lowe, as Attorney-in-Fact
Stock symbol: FOA
Transactions as of: Apr 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/22/2021, 04:24 PM
Next filing: Sep 2, 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	LLC Units of UFG Management Holdings LLC	Award	$0	+419K		$0.00	419K	Apr 1, 2021	Class A Common Stock	419K		Direct	F1, F2
transaction	FOA	Earnout Rights	Award	$0	+49.1K		$0.00	49.1K	Apr 1, 2021	Class A Common Stock	49.1K		See Footnote	F2, F3, F4
transaction	FOA	Restricted Stock Units	Award	$0	+1.31M		$0.00	1.31M	Jun 17, 2021	Class A Common Stock	1.31M		Direct	F5, F6, F7
transaction	FOA	Earnout Rights	Award	$0	+137K		$0.00	137K	Jun 17, 2021	Class A Common Stock	137K		Direct	F6, F8

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

Explanation of Responses:

Id	Content
F1	Reflects limited liability company units of UFG Management Holdings LLC ("Management Holdings Units"). Pursuant to the terms of the limited liability company agreement of UFG Management Holdings LLC, Management Holdings Units are redeemable at the Reporting Person's option for limited liability company units of Finance of America Equity Capital LLC (the "FOA Units"), which will then be immediately exchanged for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis pursuant to the terms of an exchange agreement, dated as of April 1, 2021. These redemption and exchange rights do not expire.
F2	These securities were acquired in connection with the business combination ("Business Combination") of Replay Acquisition Corp. and Finance of America Equity Capital LLC pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 1, 2021.
F3	Reflects the Reporting Person's indirect interest in Earnout Rights (described below) held by UFG Management Holdings LLC, which relate to the Management Holdings Units held by the Reporting Person.
F4	Pursuant to earnout provisions in the Transaction Agreement, the holder of such Earnout Rights is entitled to receive FOA Units 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.
F5	Each restricted stock unit represents a contingent right to receive one share of 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.
F6	In connection with the Business Combination, pursuant to the terms of the Transaction Agreement 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.
F7	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.
F8	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.