Emil W. Henry Jr - Jul 9, 2021 Form 4 Insider Report for Sunlight Financial Holdings Inc. (SUNL)

Signature
/s/ Emil W. Henry, Jr.
Stock symbol
SUNL
Transactions as of
Jul 9, 2021
Transactions value $
$0
Form type
4
Date filed
7/13/2021, 05:09 PM
Previous filing
May 21, 2021
Next filing
May 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SUNL Class A Common Stock Other +8.44M 8.44M Jul 9, 2021 Tiger Infrastructure Partners Co-Invest B LP F1, F3

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 $0 +21.2M $0.00 21.2M Jul 9, 2021 Class A Common Stock 21.2M Tiger Infrastructure Partners Sunlight Feeder LP F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Tiger Infrastructure Partners Co-Invest B LP ("Co-Invest B") 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 related parties. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, on July 9, 2021, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. (the "Company"). Co-Invest B received Class A Common Stock in Spartan in exchange for its interests in Sunlight.
F2 Tiger Infrastructure Partners Sunlight Feeder LP ("Fund I Sunlight Holdco") received these Private Units pursuant to the Business Combination Agreement. 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.
F3 Tiger Infrastructure Partners LP (the "US Advisor") is the investment manager of Tiger Infrastructure Partners AIV I LP ("Fund I AIV") and Co-Invest B. Fund I Sunlight Holdco is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner Emil Henry III LLC ("EH III"); EH III is managed by its sole managing member, Henry Tiger Holdings LLC ("HTH"); HTH is managed by its sole managing member, Emil Henry LLC ("EH LLC"). Emil W. Henry, Jr. is the sole managing member of EH LLC.

Remarks:

Emil W. Henry, Jr. may be deemed to beneficially own the Class A Common Stock and Private Units (together, the "Shares") listed in this report as beneficially owned by funds and entities advised by the US Advisor. Mr. Henry disclaims beneficial ownership of all reported Shares except to the extent of his pecuniary interest therein and the inclusion of the Shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.