Emil W. Henry Jr. - 09 Jul 2021 Form 4 Insider Report for Sunlight Financial Holdings Inc.

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 09 Jul 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 13 Jul 2021, 17:09:34 UTC
Prior SEC filing: 21 May 2021
Next SEC filing: 13 May 2022
Source filing: View source filing
Reporting owner signature: /s/ Emil W. Henry, Jr.

Key filing fact

Emil W. Henry Jr. filed Form 4 for Sunlight Financial Holdings Inc. on 13 Jul 2021.

Key facts

This page summarizes Emil W. Henry Jr.'s Form 4 filing for Sunlight Financial Holdings Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 13 Jul 2021, 17:09.

Change

Previous filing in this sequence was filed on 21 May 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SUNL transaction

Class A Common Stock

Other

Transaction value
Shares: +8,437,552
Change %
Price
Shares after: 8,437,552
Date: 09 Jul 2021
Ownership: Tiger Infrastructure Partners Co-Invest B LP
Footnotes: F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SUNL transaction Derivative

Private Units

Award

Transaction value: $0
Shares: +21,179,370
Change %
Price: $0.000000
Shares after: 21,179,370
Date: 09 Jul 2021
Ownership: Tiger Infrastructure Partners Sunlight Feeder LP
Underlying class: Class A Common Stock
Underlying amount: 21,179,370
Exercise price
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

Tiger Infrastructure Partners Co-Invest B LP ("Co-Invest B") received these shares of Class A Common Stock pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 21, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain related parties. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, on July 9, 2021, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. (the "Company"). Co-Invest B received Class A Common Stock in Spartan in exchange for its interests in Sunlight.

Footnote F2

Tiger Infrastructure Partners Sunlight Feeder LP ("Fund I Sunlight Holdco") received these Private Units pursuant to the Business Combination Agreement. Each Private Unit consists of a Class EX Unit issued by Sunlight, together with one share of Class C Common Stock issued by the Company. Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight's election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Sunlight. The Class C Common Stock will vote together with the Class A Common Stock as a single class, but will have no economic rights. These exchange rights do not expire.

Footnote F3

Tiger Infrastructure Partners LP (the "US Advisor") is the investment manager of Tiger Infrastructure Partners AIV I LP ("Fund I AIV") and Co-Invest B. Fund I Sunlight Holdco is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner Emil Henry III LLC ("EH III"); EH III is managed by its sole managing member, Henry Tiger Holdings LLC ("HTH"); HTH is managed by its sole managing member, Emil Henry LLC ("EH LLC"). Emil W. Henry, Jr. is the sole managing member of EH LLC.

SEC remarks

Emil W. Henry, Jr. may be deemed to beneficially own the Class A Common Stock and Private Units (together, the "Shares") listed in this report as beneficially owned by funds and entities advised by the US Advisor. Mr. Henry disclaims beneficial ownership of all reported Shares except to the extent of his pecuniary interest therein and the inclusion of the Shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.