Lauren Richmond - Sep 2, 2022 Form 3 Insider Report for Finance of America Companies Inc. (FOA)

Role
Chief Legal Officer
Signature
/s/ Tracy Lowe, as Attorney-in-Fact
Stock symbol
FOA
Transactions as of
Sep 2, 2022
Transactions value $
$0
Form type
3
Date filed
9/2/2022, 04:16 PM
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FOA Class A Common Stock 78.1K Sep 2, 2022 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 Restricted Stock Units Sep 2, 2022 Class A Common Stock 103K Direct F1, F2
holding FOA Earnout Rights Sep 2, 2022 Class A Common Stock 21.6K Direct F3, F4
holding FOA Restricted Stock Units Sep 2, 2022 Class A Common Stock 9.77K Direct F5
* 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 the Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement") governing the business combination (the "Business Combination") of Replay Acquisition Corp. and Finance of America Equity Capital LLC and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units (the "Replacement RSUs") and related earnout rights (the "Earnout Rights"). The Business Combination closed on April 1, 2021.
F2 Pursuant to the terms of the LTIP, the Replacement RSUs will vest in equal installments on each of the third and fourth anniversaries of the closing of the Business Combination, subject to the Reporting Person's continued employment. Each Replacement RSU represents a contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). The Replacement RSUs will be settled in either the Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
F3 Reflects the Reporting Person's direct interest in the Earnout Rights (described below).
F4 Pursuant to earnout provisions in the Transaction Agreement and the LTIP and subject to the Reporting Person's continued employment on each of the third and fourth anniversaries of the Business Combination, the holder of such Earnout Rights is entitled to receive shares of the Class A Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds the thresholds described herein. Of the Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A 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 Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.
F5 Represents additional restricted stock units ("RSUs") granted to the Reporting Person on April 1, 2022. Each RSU represents a contingent right to receive one share of the Class A Common Stock. The RSUs will be settled in either the Class A 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 grant date, subject to the Reporting Person's continued employment.