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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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| 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) | |||||||
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| 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). | ||
| 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. | ||