Taylor Fay - Feb 3, 2023 Form 3 Insider Report for FOXO TECHNOLOGIES INC. (FOXO)

Role
Chief Operating Officer
Signature
/s/ Taylor Fay
Stock symbol
FOXO
Transactions as of
Feb 3, 2023
Transactions value $
$0
Form type
3
Date filed
2/3/2023, 04:45 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FOXO Class A Common Stock 150K Feb 3, 2023 Direct F1

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 Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 2 $15.75 Direct F2
holding FOXO Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 2.9K $6.51 Direct F3
holding FOXO Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 3.21K $6.51 Direct F4
holding FOXO Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 29K $6.51 Direct F5
holding FOXO Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 3.28K $6.51 Direct F6
holding FOXO Stock Option (right to buy) Feb 3, 2023 Class A Common Stock 2.9K $6.51 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 At the closing of the business combination between the Issuer and FOXO Technologies Operating Company, the reporting person received a restricted share award equal to 150,000 shares pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The award is subject to the following vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the closing of the business combination if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the closing date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the closing date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.
F2 Stock option granted on January 27, 2022. As of February 3, 2023, the 2 shares of Class A Common Stock of the Issuer subject to the stock options were fully vested.
F3 Stock option granted on August 9, 2021. As of February 3, 2023, 1,377 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,527 shares of Class A Common Stock subject to the stock options shall vest on each subsequent month anniversary of the award date until fully vested on August 9, 2024.
F4 Stock option granted on August 9, 2021. As of February 3, 2023, 1,517 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,691 shares of Class A Common Stock subject to the stock options shall vest on each subsequent month anniversary of the award date until fully vested on August 9, 2024.
F5 Stock option granted on April 2, 2021. As of February 3, 2023, 20,175 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 8,867 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on December 31, 2023.
F6 Stock option granted on April 2, 2021. As of February 3, 2023, 2,275 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,001 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on December 31, 2023.
F7 Stock option granted on April 2, 2021. As of February 3, 2023, 2,500 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 400 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on June 30, 2023.