Form 4 for FOA Finance of America Companies Inc.
Accepted 2021-08-18 00:00:00 ET · period of report 2021-04-01 · accession 0000899243-21-033543 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-08-18 | 2021-04-01 | FOA | LIBMAN BRIAN L | Dir, 10% | A - Grant | $10.00 | +1.38M | 1 | New | +$13.80M |
| DMI | 2021-08-18 | 2021-08-16+ | FOA | LIBMAN BRIAN L | Dir, 10% | P - Purchase | $5.19 | +117.2K | 117.2K | New | +$608.4K |
| DM | 2021-08-18 | 2021-08-16+ | FOA | LIBMAN BRIAN L | Dir, 10% | P - Purchase | $5.19 | +41.2K | 41.2K | New | +$213.8K |
| DMI | 2021-08-18 | 2021-04-01 | FOA | LIBMAN BRIAN L | Dir, 10% | A - Grant | $0.00 | +83.77M | 227.7K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-04-01 | A | A | 1,380,247 | $10.00 | 1,380,247 | I See Footnote | — | — | (F1) On October 12, 2020, concurrently with the execution of the Transaction Agreement dated effective as of October 12, 2020 (the "Transaction Agreement") among Replay Acquisition Corp. ("Replay"), Finance of America Equity Capital LLC ("FoA") and certain other parties thereto, Finance of America Companies Inc. (the "Issuer") entered into a subscription agreement with Brian Libman and certain entities controlled by him (the "BL Investors"), pursuant to which the BL Investors agreed to purchase 1,380,247 shares of Class A Common Stock for a purchase price of $10.00 per share. The purchase closed on April 1, 2021 in connection with the business combination ("Business Combination") of Replay and FoA. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. (F2) Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. |
| 2 | Common | Class A Common Stock | 2021-08-16 | P | A | 71,969 | $5.16 | 71,969 | I See Footnote | — | — | (F3) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.075 to $5.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. (F4) Reflects securities purchased by an entity for which the Reporting Person serves as a trustee. |
| 3 | Common | Class A Common Stock | 2021-08-16 | P | A | 25,287 | $5.16 | 25,287 | D See Footnote | — | — | (F3) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.075 to $5.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. (F4) Reflects securities purchased by an entity for which the Reporting Person serves as a trustee. |
| 4 | Common | Class B Common Stock | 2021-04-01 | A | A | 1 | $0.00 | 1 | I | — | — | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. |
| 5 | Common | Class A Common Stock | 2021-08-17 | P | A | 15,896 | $5.24 | 41,183 | D See Footnote | — | — | (F5) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.11 to $5.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. (F7) Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman. |
| 6 | Common | Class B Common Stock | 2021-04-01 | A | A | 1 | $0.00 | 1 | I | — | — | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. |
| 7 | Common | Class A Common Stock | 2021-08-17 | P | A | 45,241 | $5.24 | 117,210 | I See Footnote | — | — | (F5) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.11 to $5.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. (F2) Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. |
| 8 | Derivative | Earnout Rights | 2021-04-01 | A | A | 8,564,208 | $0.00 | 8,564,208 | I See Footnote | — · — to — | 8,564,208 Class A Common Stock | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. (F2) Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. (F9) Reflects Earnout Rights acquired pursuant to the Business Combination pursuant to the terms of 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. |
| 9 | Derivative | LLC Units of Finance of America Equity Capital LLC | 2021-04-01 | A | A | 1,941,876 | $0.00 | 1,941,876 | I See Footnote | — · — to — | 1,941,876 Class A Common Stock | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. (F7) Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman. (F8) Pursuant to the terms of an exchange agreement, dated as of April 2, 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. |
| 10 | Derivative | LLC Units of Finance of America Equity Capital LLC | 2021-04-01 | A | A | 73,033,375 | $0.00 | 73,033,375 | I See Footnote | — · — to — | 73,033,375 Class A Common Stock | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. (F2) Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. (F8) Pursuant to the terms of an exchange agreement, dated as of April 2, 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. |
| 11 | Derivative | Earnout Rights | 2021-04-01 | A | A | 227,712 | $0.00 | 227,712 | I See Footnote | — · — to — | 227,712 Class A Common Stock | (F6) These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. (F7) Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman. (F9) Reflects Earnout Rights acquired pursuant to the Business Combination pursuant to the terms of 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. |