Form 4 for FOA Finance of America Companies Inc.
Accepted 2021-10-01 00:00:00 ET · period of report 2021-09-29 · accession 0000899243-21-038668 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | M - OptEx | — | +206.4K | 206.4K | New | — |
| DI | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | D - Sale to Iss | $0.00 | -13.9K | 0 | -100% | $0 |
| DI | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | M - OptEx | — | +13.9K | 13.9K | New | — |
| D | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | F - Tax | $5.03 | -94.1K | 112.3K | -46% | -$473.4K |
| D | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | M - OptEx | $0.00 | -206.4K | 619.2K | -25% | $0 |
| DI | 2021-10-01 | 2021-09-29 | FOA | Prahm Jeremy | CIO | M - OptEx | $0.00 | -13.9K | 490.7K | -3% | $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 | 2021-09-29 | M | A | 206,399 | — | 206,399 | D | — | — | (F4) 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 first three anniversaries of April 1, 2021, subject to each holder's continued employment or good leaver termination, in each case, as further described in the LTIP Award Settlement Agreement. |
| 2 | Common | Class A Common Stock | 2021-09-29 | D | D | 13,874 | $0.00 | 0 | I By Corp | — | — | (F2) Pursuant to the LTIP Award Settlement Agreement (the "LTIP Award Settlement Agreement"), dated as of October 12, 2020, by and among the Issuer, the 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 September 29, 2021, 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. (F3) The Reporting Person previously reported beneficially owning FOA Units indirectly through ownership of limited liability company units of UFG Management Holdings LLC. In connection with an internal restructuring, UFG Management Holdings LLC dissolved, distributing all of the FOA Units held by it to its equity owners in a pro rata in-kind distribution, and the Reporting Persons now owns such FOA Units indirectly through a wholly-owned corporation. |
| 3 | Common | Class A Common Stock | 2021-09-29 | M | A | 13,874 | — | 13,874 | I By Corp | — | — | (F1) 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. (F3) The Reporting Person previously reported beneficially owning FOA Units indirectly through ownership of limited liability company units of UFG Management Holdings LLC. In connection with an internal restructuring, UFG Management Holdings LLC dissolved, distributing all of the FOA Units held by it to its equity owners in a pro rata in-kind distribution, and the Reporting Persons now owns such FOA Units indirectly through a wholly-owned corporation. |
| 4 | Common | Class A Common Stock | 2021-09-29 | F | D | 94,119 | $5.03 | 112,280 | D | — | — | |
| 5 | Derivative | Restricted Stock Units | 2021-09-29 | M | D | 206,399 | $0.00 | 619,198 | D | — · — to — | 206,399 Class A Common Stock | (F4) 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 first three anniversaries of April 1, 2021, subject to each holder's continued employment or good leaver termination, in each case, as further described in the LTIP Award Settlement Agreement. |
| 6 | Derivative | LLC Units of Finance of America Equity Capital LLC | 2021-09-29 | M | D | 13,874 | $0.00 | 490,679 | I By Corp | — · — to — | 13,874 Class A Common Stock | (F3) The Reporting Person previously reported beneficially owning FOA Units indirectly through ownership of limited liability company units of UFG Management Holdings LLC. In connection with an internal restructuring, UFG Management Holdings LLC dissolved, distributing all of the FOA Units held by it to its equity owners in a pro rata in-kind distribution, and the Reporting Persons now owns such FOA Units indirectly through a wholly-owned corporation. (F2) Pursuant to the LTIP Award Settlement Agreement (the "LTIP Award Settlement Agreement"), dated as of October 12, 2020, by and among the Issuer, the 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 September 29, 2021, 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. (F1) 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. |