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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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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 | M(1) | 38,699 (2) | (1) | (1) | Class A Common Stock (1) | 38,699 | $ 0 | 1,265,965 | I | By Corp | |||
Restricted Stock Units | (3) | 04/01/2022 | M | 326,798 | (3) | (3) | Class A Common Stock | 326,798 | $ 0 | 653,599 | D | ||||
Restricted Stock Units | (5) | 04/01/2022 | A | 488,599 | (5) | (5) | Class A Common Stock | 488,599 | $ 0 | 488,599 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fleming Graham C/O FINANCE OF AMERICA COMPANIES INC., 5830 GRANITE PARKWAY, SUITE 400 PLANO, TX 75024 |
President |
/s/ Tracy Lowe, as Attorney-in-Fact | 04/05/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 ("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 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 Class A 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 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, the Reporting Person converted certain FOA Units and delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement. |
(3) | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest in equal installments on each of the third and fourth anniversaries of April 1, 2021, subject to the Reporting Person's continued employment. |
(4) | Represents the withholding of shares of Class A Common Stock in connection with the settlement of restricted stock units. |
(5) | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The restricted stock units shall vest in one-third increments upon the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment. |