Dowling Vincent J. Jr Form 3 FOXO / Vincent J. Dowling Jr ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dowling Vincent J. Jr

(Last) (First) (Middle)

7 SEA COURT

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2023

3. Issuer Name and Ticker or Trading Symbol
FOXO TECHNOLOGIES INC. [ FOXO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001	5,756,286	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock	09/16/2022	09/15/2027	Class A Common Stock	97,333	11.5	I	See footnote(2)

Explanation of Responses:

1. 4,650,405 shares of Class A Common Stock are held by Baboon Partners, LLC and 1,105,881 shares of Class A Common Stock are held by Coat Tail Partners, LLC. Mr. Dowling is the manager and exercises control of Baboon Partners, LLC and Coat Tail Partners, LLC.

2. Warrants to purchase 97,333 shares of Class A Common Stock are held by Coat Tail Partners, LLC, which are currently exerciseable. Mr. Dowling is the manager and exercises control of Coat Tail Partners, LLC.

	Vincent J. Dowling	06/26/2023
	** 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 5 (b)(v).
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