Libman Family Form 3 Finance of America Companies / BRIAN L LIBMAN 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^*

LIBMAN BRIAN L

(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	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)

	Form filed by One Reporting Person
X	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	1,380,247	I	See Footnote(1)
Class B Common Stock	1	I	See Footnote(1)
Class B Common Stock	1	I	See Footnote(2)

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 Finance of America Equity Capital LLC	(3)	(3)	Class A Common Stock	73,033,375	(3)	I	See Footnote(1)
LLC Units of Finance of America Equity Capital LLC	(3)	(3)	Class A Common Stock	1,941,876	(3)	I	See Footnote(2)
Earnout Rights	(4)	04/01/2027	Class A Common Stock	8,564,208(4)	(4)	I	See Footnote(1)
Earnout Rights	(4)	04/01/2027	Class A Common Stock	227,712(4)	(4)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

LIBMAN BRIAN L

(Last) (First) (Middle)

C/O FINANCE OF AMERICA COMPANIES INC.

909 LAKE CAROLYN PARKWAY, SUITE 1550

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Libman Family Holdings, LLC

(Last) (First) (Middle)

C/O FINANCE OF AMERICA COMPANIES INC.

909 LAKE CAROLYN PARKWAY, SUITE 1550

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman.

2. Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman.

3. 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 ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire.

4. Reflects Earnout Rights acquired 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, the Reporting Person 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. 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.

Remarks:

Exhibit 24 - Power of Attorney

	BRIAN L. LIBMAN, By: /s/ Brian L. Libman, Name: Brian L. Libman	04/05/2021
	LIBMAN FAMILY HOLDINGS, LLC, By: /s/ Brian L. Libman, Name: Brian L. Libman, Title: Manager	04/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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