SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Finance of America Companies Inc. [ FOA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/04/2022 | M(1)(2) | 9,820 | A | (1) | 9,820 | I | See Footnote(3) | ||
| Class A Common Stock | 03/04/2022 | D(2) | 9,820 | D | $0.00(2) | 0 | I | See Footnote(3) | ||
| Class A Common Stock | 03/04/2022 | M(1)(2) | 261 | A | (1) | 261 | I | See Footnote(4) | ||
| Class A Common Stock | 03/04/2022 | D(2) | 261 | D | $0.00(2) | 0 | I | See Footnote(4) | ||
| Class A Common Stock | 84,934 | D | ||||||||
| Class A Common Stock | 241,730 | I | See Footnote(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units of Finance of America Equity Capital LLC | (1) | 03/04/2022 | M(1) | 9,820 | (1) | (1) | Class A Common Stock | 9,820 | $0.00 | 72,395,563 | I | See Footnote(3) | |||
| LLC Units of Finance of America Equity Capital LLC | (1) | 03/04/2022 | M(1) | 261 | (1) | (1) | Class A Common Stock | 261 | $0.00 | 1,888,218 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. 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 ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire. |
| 2. 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 Class A Common Stock to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On March 4, 2022, in connection with the Issuer's settlement of certain restricted stock units into shares of Class A Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement. |
| 3. Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. |
| 4. Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman. |
| 5. Reflects securities held by an entity for which Mr. Libman serves as a trustee. |
| Remarks: |
| Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. |
| /s/ Tracy Lowe, as Attorney-in-Fact | 03/08/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||