Finance Of America Companies (FOA) Form 4 Finance of America Companies / Urban Holdings L.L.C. BTO ownership change

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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OMB Number:	3235-0287
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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^*

BTO Urban Holdings L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/01/2022		C(1)		839,115	A	(1)	1,461,604	I	See Footnotes(3)(6)(7)(8)(11)(12)(13)(14)
Class A Common Stock	04/01/2022		J(2)		1,461,604	D	$0.00(2)	0	I	See Footnotes(3)(6)(7)(8)(11)(12)(13)(14)
Class A Common Stock	04/01/2022		C(1)		4,816	A	(1)	8,390	I	See Footnotes(4)(9)(11)(12)(13)(14)
Class A Common Stock	04/01/2022		J(2)		8,390	D	$0.00(2)	0	I	See Footnotes(4)(9)(11)(12)(13)(14)
Class A Common Stock	04/01/2022		J(2)		639,752	D	$0.00(2)	21,813,834	I	See Footnotes(5)(10)(11)(12)(13)(14)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	04/01/2022		C(1)			839,115	(1)	(1)	Class A Common Stock	839,115	$0.00	49,836,805	I	See Footnotes(3)(6)(7)(8)(11)(12)(13)(14)
LLC Units of Finance of America Equity Capital LLC	(1)	04/01/2022		C(1)			4,816	(1)	(1)	Class A Common Stock	4,816	$0.00	286,090	I	See Footnotes(4)(9)(11)(12)(13)(14)

1. Name and Address of Reporting Person^*

BTO Urban Holdings L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - S - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund II - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - I - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - C - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - L - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - O - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Fund - N - NQ L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

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 Persons 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 Persons or certain of their affiliates and certain other 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 April 1, 2022, in connection with the Issuer's settlement of restricted stock units into shares of Class A Common Stock, certain Reporting Persons delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.

3. Reflects securities directly held by BTO Urban Holdings L.L.C.

4. Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P.

5. Reflects securities directly held by BTO Urban Holdings II L.P.

6. BTO Urban Holdings L.L.C. is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds"), (continued in footnote (7)),

7. BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ LLC is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P.

8. The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.

9. The general partner of Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P.

10. The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

11. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

13. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

14. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BTO URBAN HOLDINGS L.L.C., By: /s/ Menes Chee, Name: Menes Chee, Title: Manager	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner, By: BTOA-NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND II - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner By: BTOA-NQ LLC, its sole member By: /s/ Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - A (RA) - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner, By: BTOA-NQ LLC, its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - I - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner By: BTOA-NQ LLC, its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - S - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner By: BTOA-NQ LLC, its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - C - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner By: BTOA-NQ LLC, its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - L - NQ L.P., By:Blackstone Tactical Opportunities Associates - NQ LLC, its general partner, By: BTOA-NQ LLC, its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - O - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ LLC, its general partner By: BTOA-NQ LLC, its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Chief Operating Officer	04/05/2022
	BLACKSTONE TACTICAL OPPORTUNITIES FUND - N - NQ L.P., By:Blackstone Tactical Opportunities Associates - NQ LLC, its general partner, By:BTOA-NQ LLC, its sole member, By: /s/ Christopher J. James, Name: Christopher J. James,Title: Chief Operating Officer	04/05/2022
	** Signature of Reporting Person	Date
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