Nora Dahlman - Jul 9, 2021 Form 4 Insider Report for Sunlight Financial Holdings Inc. (SUNL)

Role: EVP Gen Couns and Corp Sec
Signature: /s/ Lindsay Schall, attorney-in-fact
Stock symbol: SUNL
Transactions as of: Jul 9, 2021
Transactions value $: -$1,547,550
Form type: 4
Date filed: 7/12/2021, 07:28 PM
Next filing: Jul 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SUNL	Class A Common Stock	Award	$0	+370K		$0.00	370K	Jul 9, 2021	Direct	F1
transaction	SUNL	Class A Common Stock	Award	$0	+52.3K	+14.15%	$0.00	422K	Jul 9, 2021	Direct	F2
transaction	SUNL	Class A Common Stock	Tax liability	-$1.55M	-155K	-36.67%	$10.00	267K	Jul 9, 2021	Direct

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	SUNL	Private Units	Award		+780K			780K	Jul 9, 2021	Class A Common Stock	780K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	The reporting person received these shares of Class A Common Stock pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 21, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain of their respective affiliates and subsidiaries. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. (the "Company"). The reporting person received these shares of Class A Common Stock in exchange for LTIP Units issued by Sunlight under its Long-Term Incentive Plan, dated effective as of December 13, 2017. All of these shares of Class A Common Stock are vested.
F2	The reporting person received Restricted Stock Units ("RSUs"), which are settled in shares of Class A Common Stock, under the 2021 Equity Incentive Plan of the Company. The RSUs will vest over a 3-year period with one-third of the RSUs vesting on the second anniversary of the grant date and two-thirds of the RSUs vesting on the third anniversary of the grant date.
F3	The reporting person received these Private Units pursuant to the Business Combination Agreement in exchange for interests owned by the reporting person in Sunlight. Each Private Unit consists of a Class EX Unit issued by Sunlight, together with one share of Class C Common Stock issued by the Company. Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight's election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Sunlight. The Class C Common Stock will vote together with the Class A Common Stock as a single class, but will have no economic rights. These exchange rights do not expire. Of the Private Units received, 630,385 are vested and the remainder will vest over a 22 month period on a pro-rated monthly basis.

Remarks:

Title: Executive Vice President, General Counsel and Corporate Secretary