Graham Fleming Form 4 Finance of America Companies / Graham Fleming 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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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^*

Fleming Graham

(Last) (First) (Middle)

C/O FINANCE OF AMERICA COMPANIES INC.,

5830 GRANITE PARKWAY, SUITE 400

(Street)

PLANO TX 75024

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. 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 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	04/01/2024		M(1)(2)		10,434	A	(1)	10,434	I	By Corp
Class A Common Stock	04/01/2024		D(2)		10,434	D	$0(2)	0	I	By Corp
Class A Common Stock	04/01/2024		M		326,801	A	$0(3)	977,071	D
Class A Common Stock	04/01/2024		F(4)		94,773	D	$0.7351	882,298	D
Class A Common Stock	04/01/2024		M		162,866	A	$0(5)	1,045,164	D
Class A Common Stock	04/01/2024		F(4)		47,232	D	$0.7351	997,932	D
Class A Common Stock	04/01/2024		M		403,226	A	$0(6)	1,401,158	D
Class A Common Stock	04/01/2024		F(4)		116,936	D	$0.7351	1,284,222	D
Class A Common Stock								20,000	I	By Trust

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)	04/01/2024		M(1)			10,434(2)	(1)	(1)	Class A Common Stock(1)	10,434	$0	1,219,959	I	By Corp
Restricted Stock Units	(3)	04/01/2024		M			326,801	(3)	(3)	Class A Common Stock	326,801	$0	0	D
Restricted Stock Units	(5)	04/01/2024		M			162,866	(5)	(5)	Class A Common Stock	162,866	$0	162,867	D
Restricted Stock Units	(6)	04/01/2024		M			403,226	(6)	(6)	Class A Common Stock	403,226	$0	806,452	D
Restricted Stock Units	(7)	04/01/2024		A		2,000,000		(7)	(7)	Class A Common Stock	2,000,000	$0	2,000,000	D

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 ("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 Common Stock (either held or acquired upon conversion of FOA Units) to the Issuer in connection with the settlement of awards of restricted stock units ("RSUs"), granted by the Issuer. On April 1, 2024, in connection with the Issuer's settlement of RSUs into shares of Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.

3. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.

4. Represents the withholding of shares of Common Stock for tax purposes in connection with the settlement of RSUs.

5. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining RSUs vest on the third anniversary of April 1, 2022, subject to the Reporting Person's continued employment.

6. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining RSUs vest on the second and third anniversaries of April 1, 2023, subject to the Reporting Person's continued employment.

7. Represents additional RSUs granted to the Reporting Person on April 1, 2024. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The RSUs shall vest in one-third increments upon the first, second and third anniversaries of the vesting reference date, April 1, 2024, subject to the Reporting Person's continued employment.

Remarks:

	/s/ Tracy Lowe, as Attorney-in-Fact	04/03/2024
	** 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).
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