Andrew J. Poole - Sep 15, 2022 Form 3 Insider Report for FOXO TECHNOLOGIES INC. (FOXO)

Role: Director
Signature: /s/ Andrew J. Poole
Stock symbol: FOXO
Transactions as of: Sep 15, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/22/2022, 03:09 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
holding	FOXO	Class A Common Stock						85K	Sep 15, 2022	Direct	F1, F2
holding	FOXO	Class A Common Stock						645K	Sep 15, 2022	Direct	F1, F2
holding	FOXO	Class A Common Stock						198K	Sep 15, 2022	As Texas Uniform Transfer to Minors Act custodian for minor child	F1, F2, F3
holding	FOXO	Class A Common Stock						198K	Sep 15, 2022	As LA Gift to Minors Act custodian for minor child	F1, F2, F4

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
holding	FOXO	Warrants							Sep 15, 2022	Class A Common Stock	42.5K	$11.50	Direct	F1, F2

Explanation of Responses:

Id	Content
F1	As a result of the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds Insurance Acquisition Corp. ("Delwinds"), (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.
F2	Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc.
F3	Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the Texas Uniform Transfers to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4	Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the LA Gifts to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.