BRIAN L. LIBMAN - 29 Sep 2021 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role
Director, 10%+ Owner
Signature
/s/ Brian Libman
Issuer symbol
FOA
Transactions as of
29 Sep 2021
Net transactions value
$0
Form type
4
Filing time
01 Oct 2021, 17:37:07 UTC
Previous filing
20 Aug 2021
Next filing
22 Nov 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Options Exercise +627,992 +45% 2,008,239 29 Sep 2021 See Footnote F1, F2, F3
transaction FOA Class A Common Stock Disposed to Issuer $0 -2,008,239 -100% $0.000000* 0 29 Sep 2021 See Footnote F2, F3
transaction FOA Class A Common Stock Options Exercise +53,397 53,397 29 Sep 2021 See Footnote F1, F2, F4
transaction FOA Class A Common Stock Disposed to Issuer $0 -53,397 -100% $0.000000* 0 29 Sep 2021 See Footnote F2, F4
holding FOA Class A Common Stock 84,934 29 Sep 2021 Direct
holding FOA Class A Common Stock 241,730 29 Sep 2021 See Footnote F5

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 Finance of America Equity Capital LLC Options Exercise $0 -627,992 -0.86% $0.000000 72,405,383 29 Sep 2021 Class A Common Stock 627,992 See Footnote F1, F3
transaction FOA LLC Units of Finance of America Equity Capital LLC Options Exercise $0 -53,397 -2.7% $0.000000 1,888,479 29 Sep 2021 Class A Common Stock 53,397 See Footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, limited liability company units of Finance of America Equity Capital LLC ("FOA Units") held by the Reporting Person are exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire.
F2 Pursuant to the LTIP Award Settlement Agreement (the "LTIP Award Settlement Agreement"), dated as of October 12, 2020, by and among the Issuer, the and certain equityholders of the Issuer and Finance of America Equity Capital LLC, such equityholders are obligated to deliver a number of shares of Class A Common Stock to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On September 29, 2021, in connection with the Issuer's settlement of restricted stock units into shares of Class A Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.
F3 Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman.
F4 Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman.
F5 Reflects securities held by an entity for which Mr. Libman serves as a trustee.

Remarks:

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.