Jeremy Prahm - Mar 31, 2023 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Signature
/s/ Tracy Lowe, as Attorney-in-Fact
Stock symbol
FOA
Transactions as of
Mar 31, 2023
Transactions value $
-$171,299
Form type
4
Date filed
4/4/2023, 04:12 PM
Previous filing
Jan 17, 2023
Next filing
Aug 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOA Class A Common Stock Options Exercise +7.75K 7.75K Apr 3, 2023 By Corp F1, F2
transaction FOA Class A Common Stock Disposed to Issuer $0 -7.75K -100% $0.00* 0 Apr 3, 2023 By Corp F2
transaction FOA Class A Common Stock Options Exercise $0 +206K +91.91% $0.00 431K Apr 3, 2023 Direct F3
transaction FOA Class A Common Stock Tax liability -$79.2K -63.9K -14.82% $1.24 367K Apr 3, 2023 Direct F4
transaction FOA Class A Common Stock Options Exercise $0 +163K +44.37% $0.00 530K Apr 3, 2023 Direct F5
transaction FOA Class A Common Stock Tax liability -$92.1K -74.3K -14.01% $1.24 456K Apr 3, 2023 Direct 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 FOA LLC Units of Finance of America Equity Capital LLC Options Exercise $0 -7.75K -1.64% $0.00 464K Apr 3, 2023 Class A Common Stock 7.75K By Corp F1, F2
transaction FOA Restricted Stock Units Options Exercise $0 -206K -50% $0.00 206K Apr 3, 2023 Class A Common Stock 206K Direct F3
transaction FOA Restricted Stock Units Options Exercise $0 -163K -33.33% $0.00 326K Apr 3, 2023 Class A Common Stock 163K Direct F5
transaction FOA Restricted Stock Units Award $0 +1.21M $0.00 1.21M Mar 31, 2023 Class A Common Stock 1.21M 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.