Graham Fleming - 01 Apr 2024 Form 4 Insider Report for Finance of America Companies Inc. (FOA)

Role
Chief Executive Officer
Signature
/s/ Tracy Lowe, as Attorney-in-Fact
Issuer symbol
FOA
Transactions as of
01 Apr 2024
Net transactions value
-$190,348
Form type
4
Filing time
03 Apr 2024, 16:32:59 UTC
Previous filing
12 Mar 2024
Next filing
12 Nov 2024
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 +10,434 10,434 01 Apr 2024 By Corp F1, F2
transaction FOA Class A Common Stock Disposed to Issuer $0 -10,434 -100% $0.000000* 0 01 Apr 2024 By Corp F2
transaction FOA Class A Common Stock Options Exercise $0 +326,801 +50% $0.000000 977,071 01 Apr 2024 Direct F3
transaction FOA Class A Common Stock Tax liability $69,668 -94,773 -9.7% $0.7351 882,298 01 Apr 2024 Direct F4
transaction FOA Class A Common Stock Options Exercise $0 +162,866 +18% $0.000000 1,045,164 01 Apr 2024 Direct F5
transaction FOA Class A Common Stock Tax liability $34,720 -47,232 -4.5% $0.7351 997,932 01 Apr 2024 Direct F4
transaction FOA Class A Common Stock Options Exercise $0 +403,226 +40% $0.000000 1,401,158 01 Apr 2024 Direct F6
transaction FOA Class A Common Stock Tax liability $85,960 -116,936 -8.3% $0.7351 1,284,222 01 Apr 2024 Direct F4
holding FOA Class A Common Stock 20,000 01 Apr 2024 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 -10,434 -0.85% $0.000000 1,219,959 01 Apr 2024 Class A Common Stock 10,434 By Corp F1, F2
transaction FOA Restricted Stock Units Options Exercise $0 -326,801 -100% $0.000000* 0 01 Apr 2024 Class A Common Stock 326,801 Direct F3
transaction FOA Restricted Stock Units Options Exercise $0 -162,866 -50% $0.000000 162,867 01 Apr 2024 Class A Common Stock 162,866 Direct F5
transaction FOA Restricted Stock Units Options Exercise $0 -403,226 -33% $0.000000 806,452 01 Apr 2024 Class A Common Stock 403,226 Direct F6
transaction FOA Restricted Stock Units Award $0 +2,000,000 $0.000000 2,000,000 01 Apr 2024 Class A Common Stock 2,000,000 Direct F7
* 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 ("RSUs"), granted by the Issuer. On April 1, 2024, 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 RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
F4 Represents the withholding of shares of Common Stock for tax purposes in connection with the settlement of RSUs.
F5 Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining RSUs vest on the third anniversary of April 1, 2022, subject to the Reporting Person's continued employment.
F6 Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining RSUs vest on the second and third anniversaries of April 1, 2023, subject to the Reporting Person's continued employment.
F7 Represents additional RSUs granted to the Reporting Person on April 1, 2024. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The RSUs shall vest in one-third increments upon the first, second and third anniversaries of the vesting reference date, April 1, 2024, subject to the Reporting Person's continued employment.