0001213900-22-057972.txt : 20220922 0001213900-22-057972.hdr.sgml : 20220922 20220922150949 ACCESSION NUMBER: 0001213900-22-057972 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20220922 DATE AS OF CHANGE: 20220922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Poole Andrew J. CENTRAL INDEX KEY: 0001732509 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39783 FILM NUMBER: 221259069 MAIL ADDRESS: STREET 1: 3601 N. INTERSTATE 10 SERVICE RD. W. CITY: METAIRIE STATE: LA ZIP: 70002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOXO TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001812360 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 851050265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: (612) 562-9447 MAIL ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: Delwinds Insurance Acquisition Corp. DATE OF NAME CHANGE: 20200518 3 1 ownership.xml X0206 3 2022-09-15 0 0001812360 FOXO TECHNOLOGIES INC. FOXO 0001732509 Poole Andrew J. 729 WASHINGTON ST. N., SUITE 600 MINNEAPOLIS MN 55402 1 0 0 0 Class A Common Stock 85000 D Class A Common Stock 645142 D Class A Common Stock 198260 I As Texas Uniform Transfer to Minors Act custodian for minor child Class A Common Stock 198260 I As LA Gift to Minors Act custodian for minor child Warrants 11.50 2022-10-15 2027-09-15 Class A Common Stock 42500 D As a result of the distribution by DIAC Sponsor LLC (the "Sponsor") to its members of (i) 632,500 shares of Class A common stock of Delwinds Insurance Acquisition Corp. ("Delwinds"), (ii) 4,431,250 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants. Upon the closing of the business combination of Delwinds with FOXO Technologies Operating Company ("FOXO"), (i) all shares of outstanding Class B shares of Delwinds were converted into shares of Class A shares of Delwinds, and (ii) Delwinds effected a name change to FOXO Technologies Inc. Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the Texas Uniform Transfers to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Shares are held of record by Mr. Andrew Poole as custodian for a minor child under the LA Gifts to Minors Act. Mr. Poole disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Andrew J. Poole 2022-09-22