Graham Fleming - 31 Mar 2023 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role
President & Interim CEO
Signature
/s/ Tracy Lowe, as Attorney-in-Fact
Issuer symbol
FOA
Transactions as of
31 Mar 2023
Net transactions value
-$230,877
Form type
4
Filing time
04 Apr 2023, 16:08:56 UTC
Previous filing
17 Jan 2023
Next filing
14 Aug 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Options Exercise +20,597 20,597 03 Apr 2023 By Corp F1, F2
transaction FOA Class A Common Stock Disposed to Issuer $0 -20,597 -100% $0.000000* 0 03 Apr 2023 By Corp F2
transaction FOA Class A Common Stock Options Exercise $0 +326,798 +94% $0.000000 673,595 03 Apr 2023 Direct F3
transaction FOA Class A Common Stock Tax liability $141,613 -114,204 -17% $1.24 559,391 03 Apr 2023 Direct F4
transaction FOA Class A Common Stock Options Exercise $0 +162,866 +29% $0.000000 722,257 03 Apr 2023 Direct F5
transaction FOA Class A Common Stock Tax liability $89,264 -71,987 -10% $1.24 650,270 03 Apr 2023 Direct F4
holding FOA Class A Common Stock 20,000 31 Mar 2023 By trust

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 -20,597 -1.6% $0.000000 1,233,520 03 Apr 2023 Class A Common Stock 20,597 By Corp F1, F2
transaction FOA Restricted Stock Units Options Exercise $0 -326,798 -50% $0.000000 326,801 03 Apr 2023 Class A Common Stock 326,798 Direct F3
transaction FOA Restricted Stock Units Options Exercise $0 -162,866 -33% $0.000000 325,733 03 Apr 2023 Class A Common Stock 162,866 Direct F5
transaction FOA Restricted Stock Units Award $0 +1,209,678 $0.000000 1,209,678 31 Mar 2023 Class A Common Stock 1,209,678 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 ("Common Stock") on a one-for-one basis. These exchange rights do not expire.
F2 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 Common Stock (either held or acquired upon conversion of FOA Units) to the Issuer in connection with the settlement of awards of restricted stock units, or RSUs, granted by the Issuer. On April 3, 2023, in connection with the Issuer's settlement of RSUs into shares of Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.
F3 Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the third anniversary of April 1, 2021, subject to the Reporting Person's continued employment.
F4 Represents the withholding of shares of Common Stock for tax purposes in connection with the settlement of restricted stock units.
F5 Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the second and third anniversaries of April 1, 2022, subject to the Reporting Person's continued employment.
F6 Represents additional RSUs granted to the Reporting Person on March 31, 2023. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The restricted stock units shall vest in one-third increments upon the first, second and third anniversaries of the vesting reference date, April 1, 2023, subject to the Reporting Person's continued employment.