SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sieffert Kristen N

(Last)

(First)

(Middle)

C/O FINANCE OF AMERICA COMPANIES INC.

5830 GRANITE PARKWAY, SUITE 400

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2023

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

5. 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 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	285,521	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
LLC Units of Finance of America Equity Capital LLC	⁽¹⁾	⁽¹⁾	Class A Common Stock	540,825	⁽¹⁾	I	I⁽²⁾
Earnout Rights	⁽³⁾⁽⁴⁾	04/01/2027	Class A Common Stock	68,983	⁽³⁾⁽⁴⁾	I	I⁽⁵⁾
Earnout Rights	⁽⁶⁾⁽⁷⁾	04/01/2027	Class A Common Stock	72,000	⁽⁶⁾⁽⁷⁾	D
Restricted Stock Units	⁽⁶⁾⁽⁸⁾	⁽⁶⁾⁽⁸⁾	Class A Common Stock	172,001	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	108,578	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	403,226	⁽¹⁰⁾	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. The Reporting Persons owns such FOA Units indirectly through a wholly-owned entity, FoA Management Holdco (KS) LLC.

3. Reflects Earnout Rights acquired by FoA Management Holdco (KS) LLC, the Reporting Person's successor entity to UFG Management Holdings LLC, pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC (the "Business Combination") pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The Business Combination contemplated by the Transaction Agreement closed on April 1, 2021.

4. Pursuant to earnout provisions in the Transaction Agreement, the holder of such Earnout Rights is entitled to receive FOA Units if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the thresholds described below. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the 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 Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.

5. Reflects the Reporting Person's indirect interest in Earnout Rights (described above), held by FoA Management Holdco (KS) LLC.

6. Reflects the Reporting Person's direct interest in the Earnout Rights (described below). In connection with the Business Combination, pursuant to the terms of the Transaction Agreement and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units and related Earnout Rights.

7. Pursuant to earnout provisions in the Transaction Agreement, and the LTIP and subject to the Reporting Person's continued employment on the third anniversary of the Business Combination for the final tranche, the holder of Earnout Rights is entitled to receive shares of Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the following thresholds: of these Earnout Rights, one-half will be issued if the volume-weighted average price of the 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 Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.

8. Each replacement restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the third anniversary of April 1, 2021, subject to the Reporting Person's continued employment.

9. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the second and third anniversaries of April 1, 2022, subject to the Reporting Person's continued employment.

10. Represents additional RSUs granted to the Reporting Person on March 31, 2023. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either 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 vesting reference date, April 1, 2023, subject to the Reporting Person's continued employment.

Remarks:

	/s/ Tracy Lowe, as Attorney in Fact	04/06/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.