Kristen N. Sieffert - Apr 5, 2023 Form 3 Insider Report for Finance of America Companies Inc. (FOA)

Role
President
Signature
/s/ Tracy Lowe, as Attorney in Fact
Stock symbol
FOA
Transactions as of
Apr 5, 2023
Transactions value $
$0
Form type
3
Date filed
4/6/2023, 04:09 PM
Next filing
Aug 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FOA Class A Common Stock 286K Apr 5, 2023 Direct

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 FOA LLC Units of Finance of America Equity Capital LLC Apr 5, 2023 Class A Common Stock 541K I F1, F2
holding FOA Earnout Rights Apr 5, 2023 Class A Common Stock 69K I F3, F4, F5
holding FOA Earnout Rights Apr 5, 2023 Class A Common Stock 72K Direct F6, F7
holding FOA Restricted Stock Units Apr 5, 2023 Class A Common Stock 172K Direct F6, F8
holding FOA Restricted Stock Units Apr 5, 2023 Class A Common Stock 109K Direct F9
holding FOA Restricted Stock Units Apr 5, 2023 Class A Common Stock 403K Direct F10
* 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 The Reporting Persons owns such FOA Units indirectly through a wholly-owned entity, FoA Management Holdco (KS) LLC.
F3 Reflects Earnout Rights acquired by FoA Management Holdco (KS) LLC, the Reporting Person's successor entity to UFG Management Holdings LLC, pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC (the "Business Combination") pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The Business Combination contemplated by the Transaction Agreement closed on April 1, 2021.
F4 Pursuant to earnout provisions in the Transaction Agreement, the holder of such Earnout Rights is entitled to receive FOA Units if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the thresholds described below. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
F5 Reflects the Reporting Person's indirect interest in Earnout Rights (described above), held by FoA Management Holdco (KS) LLC.
F6 Reflects the Reporting Person's direct interest in the Earnout Rights (described below). In connection with the Business Combination, pursuant to the terms of the Transaction Agreement and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units and related Earnout Rights.
F7 Pursuant to earnout provisions in the Transaction Agreement, and the LTIP and subject to the Reporting Person's continued employment on the third anniversary of the Business Combination for the final tranche, the holder of Earnout Rights is entitled to receive shares of Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the following thresholds: of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
F8 Each replacement 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.
F9 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.
F10 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.