Reza Jahangiri Form 3 Finance of America Companies / Reza Jahangiri 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^*

Bloom Retirement Holdings Inc.

(Last) (First) (Middle)

895 DOVE STREET, SUITE 300

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2023

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)

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 B Common Stock	1	I	See footnote(1)

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	(2)	(2)	Class A Common Stock	33,893,666(3)	(2)	I	See footnote(1)

1. Name and Address of Reporting Person^*

Bloom Retirement Holdings Inc.

(Last) (First) (Middle)

895 DOVE STREET, SUITE 300

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Jahangiri Reza

(Last) (First) (Middle)

895 DOVE STREET, SUITE 300

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

Explanation of Responses:

1. Bloom Retirement Holdings Inc. (formerly known as American Advisors Group) is the record holder of the securities reported herein. Reza Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. As such, Mr. Jahangiri may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc.

2. Each limited liability company unit of Finance of America Equity Capital LLC (the "FOAEC Unit") is exchangeable for one share of Class A Common Stock of the Issuer at the option of the holder. The FOAEC Units do not expire.

3. Represents the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement, dated as of December 6, 2022 (as amended, including by the Amendment Agreement, dated as of March 31, 2023, the "Asset Purchase Agreement"). On the Closing Date, Bloom Retirement Holdings Inc. was issued 19,692,990 FOAEC Units. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of the Issuer's Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied.

Remarks:

	Bloom Retirement Holdings Inc., By: /s/ Reza Jahangiri, its majority shareholder	04/10/2023
	/s/ Reza Jahangiri	04/10/2023
	** 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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