Graham Fleming - Apr 1, 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
Apr 1, 2022
Transactions value $
-$440,107
Form type
4
Date filed
4/5/2022, 04:16 PM
Previous filing
Mar 8, 2022
Next filing
Aug 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Options Exercise +38.7K 38.7K Apr 1, 2022 By Corp F1, F2
transaction FOA Class A Common Stock Disposed to Issuer $0 -38.7K -100% $0.00* 0 Apr 1, 2022 By Corp F2
transaction FOA Class A Common Stock Options Exercise +327K +198.33% 492K Apr 1, 2022 Direct F3
transaction FOA Class A Common Stock Tax liability -$440K -145K -29.45% $3.04 347K Apr 1, 2022 Direct F4
holding FOA Class A Common Stock 20K Apr 1, 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 -38.7K -2.97% $0.00 1.27M Apr 1, 2022 Class A Common Stock 38.7K By Corp F1, F2
transaction FOA Restricted Stock Units Options Exercise $0 -327K -33.33% $0.00 654K Apr 1, 2022 Class A Common Stock 327K Direct F3
transaction FOA Restricted Stock Units Award $0 +489K $0.00 489K Apr 1, 2022 Class A Common Stock 489K Direct F5
* 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 April 1, 2022, 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 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. The remaining restricted stock units vest in equal installments on each of the third and fourth anniversaries of April 1, 2021, subject to the Reporting Person's continued employment.
F4 Represents the withholding of shares of Class A Common Stock in connection with the settlement of restricted stock units.
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. The restricted stock units shall vest in one-third increments upon the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment.