William B. Miller - Jul 9, 2021 Form 4 Insider Report for Sunlight Financial Holdings Inc. (SUNL)

Role: Managing Direct Acct Finance
Signature: /s/ Lindsay Schall, attorney-in-fact
Stock symbol: SUNL
Transactions as of: Jul 9, 2021
Transactions value $: -$715,700
Form type: 4
Date filed: 7/12/2021, 07:32 PM
Next filing: Aug 31, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SUNL	Class A Common Stock	Award	$0	+212K		$0.00	212K	Jul 9, 2021	Direct	F1
transaction	SUNL	Class A Common Stock	Award	$0	+40K	+18.86%	$0.00	252K	Jul 9, 2021	Direct	F2
transaction	SUNL	Class A Common Stock	Tax liability	-$716K	-71.6K	-28.39%	$10.00^*	181K	Jul 9, 2021	Direct

* 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 23, 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. Of these shares of Class A Common Stock received, 153,900 are vested. Of the remainder, a portion will vest over a 30 month period and the rest over a 42 month period, in each case on a pro-rated monthly basis.
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 4-year period in equal installments commencing on the first anniversary of the grant date.

Content

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 23, 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. Of these shares of Class A Common Stock received, 153,900 are vested. Of the remainder, a portion will vest over a 30 month period and the rest over a 42 month period, in each case on a pro-rated monthly basis.

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 4-year period in equal installments commencing on the first anniversary of the grant date.

Remarks:

Title: Managing Director, Accounting - Finance