Finance Of America Companies (FOA) Form 3 Finance of America Companies / Patricia Cook 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^*

Cook Patricia

(Last) (First) (Middle)

C/O FINANCE OF AMERICA COMPANIES INC.

909 LAKE CAROLYN PARKWAY, SUITE 1550

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2021

3. Issuer Name and Ticker or Trading Symbol
Finance of America Companies Inc. [ FOA ]

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

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

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)

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
LLC Units of UFG Management Holdings LLC	(1)	(1)	Class A Common Stock(1)	418,593	(1)	D
Earnout Rights	(2)(3)(4)	04/01/2027	Class A Common Stock(3)(4)	49,086	(2)(3)(4)	I	See Footnote(2)

Explanation of Responses:

1. Reflects limited liability company units of UFG Management Holdings LLC ("Management Holdings Units"). Pursuant to the terms of the limited liability company agreement of UFG Management Holdings LLC, Management Holdings Units are redeemable at the Reporting Person's option for limited liability company units of Finance of America Equity Capital LLC (the "FOA Units"), which will then be immediately exchanged for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis pursuant to the terms of an exchange agreement, dated as of April 1, 2021. These redemption and exchange rights do not expire.

2. Reflects the Reporting Person's indirect interest in Earnout Rights (described below) held by UFG Management Holdings LLC, which relate to the Management Holdings Units held by the Reporting Person.

3. Reflects Earnout Rights acquired by UFG Management Holdings LLC pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The transactions contemplated by the Transaction Agreement closed on April 1, 2021. Pursuant to earnout provisions in the Transaction Agreement, UFG Management Holdings LLC is entitled to receive FOA Units if, from the closing of the transaction until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds.

4. Of these 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. Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, the FOA Units are exchangeable for shares of Class A Common Stock on a one-for-one basis. These exchange rights do not expire.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tracy Lowe, as Attorney-in-Fact	04/02/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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