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* Grout James (Last) (First) (Middle) C/O OFFERPAD SOLUTIONS INC. 2150 E. GERMANN ROAD, SUITE 1 (Street) CHANDLER AZ 85286 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/11/2023	3. Issuer Name and Ticker or Trading Symbol Offerpad Solutions Inc. [ OPAD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President, Finance	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	1,203(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	10/03/2028	Class A Common Stock	8,211	$2.95	D
Stock Option (Right to Buy)	(2)	07/10/2029	Class A Common Stock	10,043	$18.56	D
Stock Option (Right to Buy)	(3)	02/04/2031	Class A Common Stock	1,506	$18.45	D
Performance-Based Restricted Stock Units	(4)	(4)	Class A Common Stock	1,972	$0.00	D

Explanation of Responses:

1. Consists of 326 shares of Offerpad Solutions Inc. (the "Issuer") Class A common stock and 877 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs vest in two equal annual installments beginning on March 1, 2024.

2. The stock option is fully vested and exercisable.

3. 25% of the stock option vested on January 28, 2022, and the remainder vests ratably in equal quarterly installments over the following three years.

4. Consists of performance-based restricted stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Class A common stock. The PSUs vest based on the Issuer's stock price performance over a performance period beginning on December 31, 2022 and ending on March 1, 2025. The award will vest, if at all, based on continued service and the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by March 1, 2025 will be forfeited.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Adam Martinez, as Attorney-in-fact for James Grout	12/20/2023
	** 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.