Form 4 for FOA Finance of America Companies Inc.
Accepted 2023-04-04 00:00:00 ET · period of report 2023-03-31 · accession 0001828937-23-000031 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | M - OptEx | $0.00 | +489.7K | 722.3K | +211% | $0 |
| DI | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | D - Sale to Iss | $0.00 | -20.6K | 0 | -100% | $0 |
| DM | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | F - Tax | $1.24 | -186.2K | 559.4K | -25% | -$230.9K |
| DI | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | M - OptEx | — | +20.6K | 20.6K | New | — |
| DM | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | M - OptEx | $0.00 | -489.7K | 326.8K | -60% | $0 |
| D | 2023-04-04 | 2023-03-31 | FOA | Fleming Graham | Pres, Interim CEO | A - Grant | $0.00 | +1.21M | 1.21M | New | $0 |
| DI | 2023-04-04 | 2023-04-03 | FOA | Fleming Graham | Pres, Interim CEO | M - OptEx | $0.00 | -20.6K | 1.23M | -2% | $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 | 2023-04-03 | M | A | 326,798 | $0.00 | 673,595 | D | — | — | (F3) 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 third anniversary of April 1, 2021, subject to the Reporting Person's continued employment. |
| 2 | Common | Class A Common Stock | 2023-04-03 | D | D | 20,597 | $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 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 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, or RSUs, granted by the Issuer. On April 3, 2023, in connection with the Issuer's settlement of RSUs into shares of Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement. |
| 3 | Common | Class A Common Stock | 2023-04-03 | F | D | 71,987 | $1.24 | 650,270 | D | — | — | |
| 4 | Common | Class A Common Stock | 2023-04-03 | M | A | 162,866 | $0.00 | 722,257 | D | — | — | (F5) 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. |
| 5 | Common | Class A Common Stock | 2023-04-03 | M | A | 20,597 | — | 20,597 | 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 ("Common Stock") on a one-for-one basis. These exchange rights do not expire. |
| 6 | Common | Class A Common Stock | 2023-04-03 | F | D | 114,204 | $1.24 | 559,391 | D | — | — | |
| 7 | Derivative | Restricted Stock Units | 2023-04-03 | M | D | 162,866 | $0.00 | 325,733 | D | — · — to — | 162,866 Class A Common Stock | (F5) 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. |
| 8 | Derivative | Restricted Stock Units | 2023-03-31 | A | A | 1,209,678 | $0.00 | 1,209,678 | D | — · — to — | 1,209,678 Class A Common Stock | (F6) 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. |
| 9 | Derivative | Restricted Stock Units | 2023-04-03 | M | D | 326,798 | $0.00 | 326,801 | D | — · — to — | 326,798 Class A Common Stock | (F3) 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 third anniversary of April 1, 2021, subject to the Reporting Person's continued employment. |
| 10 | Derivative | LLC Units of Finance of America Equity Capital LLC | 2023-04-03 | M | D | 20,597 | $0.00 | 1,233,520 | I By Corp | — · — to — | 20,597 Class A Common Stock | (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 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 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, or RSUs, granted by the Issuer. On April 3, 2023, in connection with the Issuer's settlement of RSUs into shares of Common Stock, the Reporting Person converted certain FOA Units and delivered certain shares of 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 ("Common Stock") on a one-for-one basis. These exchange rights do not expire. |