DIAC Sponsor LLC - Sep 15, 2022 Form 4 Insider Report for FOXO TECHNOLOGIES INC. (FOXO)

Role
10%+ Owner
Signature
/s/ Andrew Poole the Managing Member of DIAC Sponsor LLC
Stock symbol
FOXO
Transactions as of
Sep 15, 2022
Transactions value $
-$3,636,875
Form type
4
Date filed
9/22/2022, 03:13 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOXO Class A Common Stock Options Exercise -633K -100% 0 Sep 15, 2022 see footnote 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 FOXO Class B Common Stock Other -600K -100% 0 Sep 15, 2022 Class A Common Stock 600K see footnote F1, F2, F3
transaction FOXO Class B Common Stock Other -4.43M -100% 0 Sep 15, 2022 Class A Common Stock 4.43M see footnote F1, F3
transaction FOXO Warrants Other -$3.64M -316K -100% $11.50* 0 Sep 15, 2022 Class A Common Stock 316K $11.50 see footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DIAC Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the distribution for no consideration by DIAC Sponsor LLC (the "Sponsor") of (i) 4,431,250 shares of Class A common stock of Delwinds, (ii) 632,500 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 Represents the forfeiture, for no consideration, by the Sponsor 600,000 shares of Class B common stock of Delwinds.
F3 As a managing member of the Sponsor, Mr. Andrew Poole may be deemed to share beneficial ownership of shares of Delwinds common stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.