Blackstone Holdings III L.P. - Aug 8, 2022 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role: 10%+ Owner
Signature: BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
Stock symbol: FOA
Transactions as of: Aug 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/10/2022, 05:11 PM
Previous filing: Aug 5, 2022
Next filing: Aug 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FOA	Class A Common Stock	Conversion of derivative security		+223K			223K	Aug 8, 2022	See Footnotes	F1, F3, F6, F7, F8, F11, F12, F13, F14
transaction	FOA	Class A Common Stock	Other	$0	-223K	-100%	$0.00^*	0	Aug 8, 2022	See Footnotes	F2, F3, F6, F7, F8, F11, F12, F13, F14
transaction	FOA	Class A Common Stock	Conversion of derivative security		+1.28K			1.28K	Aug 8, 2022	See Footnotes	F1, F4, F9, F11, F12, F13, F14
transaction	FOA	Class A Common Stock	Other	$0	-1.28K	-100%	$0.00^*	0	Aug 8, 2022	See Footnotes	F2, F4, F9, F11, F12, F13, F14
transaction	FOA	Class A Common Stock	Other	$0	-97.4K	-0.45%	$0.00	21.7M	Aug 8, 2022	See Footnotes	F2, F5, F10, F11, F12, F13, F14

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	Conversion of derivative security	$0	-223K	-0.45%	$0.00	49.6M	Aug 8, 2022	Class A Common Stock	223K		See Footnotes	F1, F3, F6, F7, F8, F11, F12, F13, F14
transaction	FOA	LLC Units of Finance of America Equity Capital LLC	Conversion of derivative security	$0	-1.28K	-0.45%	$0.00	285K	Aug 8, 2022	Class A Common Stock	1.28K		See Footnotes	F1, F4, F9, F11, F12, F13, F14

* 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 Persons 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 Persons or certain of their affiliates and certain other 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 August 8, 2022, in connection with the Issuer's settlement of restricted stock units into shares of Class A Common Stock, certain Reporting Persons delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.
F3	Reflects securities directly held by BTO Urban Holdings L.L.C.
F4	Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P.
F5	Reflects securities directly held by BTO Urban Holdings II L.P.
F6	BTO Urban Holdings L.L.C. is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds"), (continued in footnote (7)),
F7	BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ LLC is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P.
F8	The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
F9	The general partner of Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P.
F10	The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
F11	The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
F12	Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
F13	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F14	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.