0001213900-22-056722.txt : 20220916 0001213900-22-056722.hdr.sgml : 20220916 20220916213518 ACCESSION NUMBER: 0001213900-22-056722 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barnes Bret CENTRAL INDEX KEY: 0001946884 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39783 FILM NUMBER: 221249265 MAIL ADDRESS: STREET 1: 220 SOUTH SIXTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 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 4 1 ownership.xml X0306 4 2022-09-15 0 0001812360 FOXO TECHNOLOGIES INC. FOXO 0001946884 Barnes Bret C/O BRET BARNES 729 WASHINGTON AVE. N., SUITE 600 MINNEAPOLIS MN 55401 1 0 0 0 Common Stock 2022-09-15 4 A 0 50000 A 50000 D Stock Option (right to buy) 15.76 2022-09-15 4 A 0 40368 0.00 A 2027-01-27 Class A Common Stock 40368 40368 D Stock Option (right to buy) 15.76 2022-09-15 4 A 0 17425 0.00 A 2027-02-08 Class A Common Stock 17425 17425 D In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 50,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP. The stock options were received in exchange for stock options to purchase 69,500 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 7,849.35 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025. The stock options were received in exchange for stock options to purchase 30,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 3,388.2 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 2/8/2025. /s/ Bret Barnes 2022-09-16