0001104659-23-041485.txt : 20230404 0001104659-23-041485.hdr.sgml : 20230404 20230404160558 ACCESSION NUMBER: 0001104659-23-041485 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBMAN BRIAN L CENTRAL INDEX KEY: 0001356440 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 23797333 MAIL ADDRESS: STREET 1: CLAYTON HOLDINGS, INC. STREET 2: 2 CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Libman Family Holdings, LLC CENTRAL INDEX KEY: 0001854457 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 23797332 BUSINESS ADDRESS: STREET 1: C/O FINANCE OF AMERICA COMPANIES INC. STREET 2: 909 LAKE CAROLYN PARKWAY, SUITE 1550 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728658114 MAIL ADDRESS: STREET 1: C/O FINANCE OF AMERICA COMPANIES INC. STREET 2: 909 LAKE CAROLYN PARKWAY, SUITE 1550 CITY: IRVING STATE: TX ZIP: 75039 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Finance of America Companies Inc. CENTRAL INDEX KEY: 0001828937 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 853474065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5830 GRANITE PARKWAY STREET 2: SUITE 400 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 877-202-2666 MAIL ADDRESS: STREET 1: 5830 GRANITE PARKWAY STREET 2: SUITE 400 CITY: PLANO STATE: TX ZIP: 75024 4 1 tm2311365-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-03-31 0 0001828937 Finance of America Companies Inc. FOA 0001356440 LIBMAN BRIAN L C/O FINANCE OF AMERICA COMPANIES INC., 5830 GRANITE PARKWAY, SUITE 400 PLANO TX 75024 1 0 1 0 0001854457 Libman Family Holdings, LLC C/O FINANCE OF AMERICA COMPANIES INC., 5830 GRANITE PARKWAY, SUITE 400 PLANO TX 75024 1 0 1 0 0 Class A Common Stock 2023-03-31 4 A 0 10869566 1.38 A 10869566 I See Footnote Class A Common Stock 2023-04-03 4 M 0 1150958 0.00 A 12020524 I See Footnote Class A Common Stock 2023-04-03 4 D 0 1150958 0.00 D 10869566 I See Footnote Class A Common Stock 103625 D Class A Common Stock 241730 I See Footnote LLC Units of Finance of America Equity Capital LLC 2023-04-03 4 M 0 1150958 0.00 D Class A Common Stock 1150958 70308360 I See Footnote Pursuant to the terms and conditions of the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the "Purchaser"), the Issuer agreed to issue and sell, in the aggregate, 10,869,566 shares of Class A Common Stock (the "Purchased Shares") to the Purchaser for a purchase price of $15,000,000. The closing of the sale of the Purchased Shares occurred on March 31, 2023. Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. 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. 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 Class A Common Stock to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On April 3, 2023, 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. Reflects securities held by an entity for which Mr. Libman serves as a trustee. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. /s/ Brian L. Libman 2023-04-04