Brian L. Libman - Mar 31, 2023 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role
Director, 10%+ Owner
Signature
/s/ Brian L. Libman
Stock symbol
FOA
Transactions as of
Mar 31, 2023
Transactions value $
$15,000,001
Form type
4
Date filed
4/4/2023, 04:05 PM
Previous filing
Jan 17, 2023
Next filing
Jun 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Award $15M +10.9M $1.38 10.9M Mar 31, 2023 See Footnote F1, F2
transaction FOA Class A Common Stock Options Exercise $0 +1.15M +10.59% $0.00 12M Apr 3, 2023 See Footnote F2, F3, F4
transaction FOA Class A Common Stock Disposed to Issuer $0 -1.15M -9.57% $0.00 10.9M Apr 3, 2023 See Footnote F2, F4
holding FOA Class A Common Stock 104K Mar 31, 2023 Direct
holding FOA Class A Common Stock 242K Mar 31, 2023 See Footnote F5

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 -1.15M -1.61% $0.00 70.3M Apr 3, 2023 Class A Common Stock 1.15M See Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms and conditions of the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the "Purchaser"), the Issuer agreed to issue and sell, in the aggregate, 10,869,566 shares of Class A Common Stock (the "Purchased Shares") to the Purchaser for a purchase price of $15,000,000. The closing of the sale of the Purchased Shares occurred on March 31, 2023.
F2 Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman.
F3 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.
F4 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 to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On April 3, 2023, 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.
F5 Reflects securities held by an entity for which Mr. Libman serves as a trustee.

Remarks:

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.