Lauren Richmond - 02 Sep 2022 Form 3 Insider Report for Finance of America Companies Inc. (FOA)

Role: Chief Legal Officer
Signature: /s/ Tracy Lowe, as Attorney-in-Fact
Issuer symbol: FOA
Transactions as of: 02 Sep 2022
Net transactions value: $0
Form type: 3
Filing time: 02 Sep 2022, 16:16:21 UTC
Next filing: 04 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FOA	Class A Common Stock						78,068	02 Sep 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							02 Sep 2022	Class A Common Stock	103,201		Direct	F1, F2
holding	FOA	Earnout Rights							02 Sep 2022	Class A Common Stock	21,600		Direct	F3, F4
holding	FOA	Restricted Stock Units							02 Sep 2022	Class A Common Stock	9,772		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.