UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Finance of America Companies Inc. | |
| (Name of Issuer) | |
| Class A Common Stock, $0.0001 par value | |
| (Title of Class of Securities) | |
| 31738L107 | |
| (CUSIP Number) | |
| April 1, 2021 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 2 of 7 |
| 1 |
NAME OF REPORTING PERSON
D1 Capital Partners L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,979,850 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,979,850 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,850 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN, IA |
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 3 of 7 |
| 1 |
NAME OF REPORTING PERSON
Daniel Sundheim |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,979,850 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,979,850 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,850 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6% |
|
| 12 |
TYPE OF REPORTING PERSON
IN, HC |
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 4 of 7 |
| Item 1(a). | Name of Issuer. |
| Finance of America Companies Inc. (the “Issuer”). The Issuer is the successor to Replay Acquisition Corp. | |
| Item 1(b). | Address of Issuer's Principal Executive Offices. |
|
909 Lake Carolyn Parkway, Suite 1550 Irving, TX 75039 | |
| Item 2(a). | Name of Person Filing. |
|
This statement is filed by D1 Capital Partners L.P. (the “Investment Manager”) and Daniel Sundheim (the “Mr. Sundheim”). The foregoing persons are hereinafter sometimes referred to as the “Reporting Persons.”
The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Capital Partners Master LP (the “Investment Vehicle”). Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein. | |
| Item 2(b). | Address of Principal Business Office. |
|
D1 Capital Partners L.P. 9 West 57th Street, 36th Floor New York, New York 10019
Daniel Sundheim c/o D1 Capital Partners L.P. 9 West 57th Street, 36th Floor New York, New York 10019 | |
| Item 2(c). | Place of Organization. |
|
Investment Manager – Delaware Mr. Sundheim – United States of America | |
| Item 2(d). | Title of Class of Securities. |
| Class A Common Stock, $0.0001 par value (the “Shares”) | |
| Item 2(e). | CUSIP Number. |
| 31738L107 |
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 5 of 7 |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☒ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable. | |||
| Item 4. | Ownership. | ||
| The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Shares beneficially owned by the Reporting Persons as of the date hereof includes 6,494,201 Shares and 485,649 Shares issuable upon exercise of warrants. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 59,881,714 Ordinary Shares outstanding as of August 16, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| Not applicable. | |||
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 6 of 7 |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| The Investment Vehicle has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Ordinary Shares. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 31738L107 | SCHEDULE 13G | Page 7 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 8, 2021
| D1 CAPITAL PARTNERS L.P. | |||
| By: | /s/ Amanda Hector | ||
| Name: Amanda Hector | |||
| Title: General Counsel and Chief Compliance Officer | |||
| /s/ Daniel Sundheim | |||
| DANIEL SUNDHEIM | |||
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: October 8, 2021
| D1 CAPITAL PARTNERS L.P. | |||
| By: | /s/ Amanda Hector | ||
| Name: Amanda Hector | |||
| Title: General Counsel and Chief Compliance Officer | |||
| /s/ Daniel Sundheim | |||
| DANIEL SUNDHEIM | |||