Graham Fleming - Mar 4, 2022 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role
President
Signature
/s/ Tracy Lowe, as Attorney-in-Fact
Stock symbol
FOA
Transactions as of
Mar 4, 2022
Transactions value $
$0
Form type
4
Date filed
3/8/2022, 03:15 PM
Previous filing
Oct 1, 2021
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Options Exercise +180 180 Mar 4, 2022 By Corp F1, F2, F3
transaction FOA Class A Common Stock Disposed to Issuer $0 -180 -100% $0.00* 0 Mar 4, 2022 By Corp F2, F3
holding FOA Class A Common Stock 165K Mar 4, 2022 Direct
holding FOA Class A Common Stock 20K Mar 4, 2022 By Trust

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 -180 -0.01% $0.00 1.3M Mar 4, 2022 Class A Common Stock 180 By Corp F1, F2, F3
* 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 Reporting Person 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 (either held or acquired upon conversion of FOA Units) to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On March 4, 2022, in connection with the Issuer's settlement of certain 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 The Reporting Person previously reported beneficially owning FOA Units indirectly through ownership of limited liability company units of UFG Management Holdings LLC. In connection with an internal restructuring, UFG Management Holdings LLC dissolved, distributing all of the FOA Units held by it to its equity owners in a pro rata in-kind distribution, and the Reporting Persons now owns such FOA Units indirectly through a wholly-owned corporation.