Andrew J. Poole - Sep 15, 2022 Form 4 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 $
$488,750
Form type
4
Date filed
9/22/2022, 03:11 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOXO Class A Common Stock Options Exercise +85K 0 Sep 15, 2022 Direct F1, F2
transaction FOXO Class A Common Stock Options Exercise +645K 0 Sep 15, 2022 Direct F1, F2
transaction FOXO Class A Common Stock Options Exercise +198K 0 Sep 15, 2022 As Texas Uniform Transfers to Minors Act custodian for minor child F1, F2, F3
transaction FOXO Class A Common Stock Options Exercise +198K 0 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
transaction FOXO Warrants Other $489K +42.5K $11.50* 0 Sep 15, 2022 Class A Common Stock 42.5K $11.50 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the receipt for no consideration from the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of 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.