0001104659-21-091342.txt : 20210712 0001104659-21-091342.hdr.sgml : 20210712 20210712193703 ACCESSION NUMBER: 0001104659-21-091342 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210709 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Potere Matthew CENTRAL INDEX KEY: 0001869195 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39739 FILM NUMBER: 211086478 MAIL ADDRESS: STREET 1: 101 N. TRYON STREET, STE. 1000 CITY: CHARLOTTE STATE: NC ZIP: 28246 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sunlight Financial Holdings Inc. CENTRAL INDEX KEY: 0001821850 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 N. TRYON STREET STREET 2: SUITE 1000 CITY: CHARLOTTE STATE: NC ZIP: 28246 BUSINESS PHONE: (212) 515-3200 MAIL ADDRESS: STREET 1: 101 N. TRYON STREET STREET 2: SUITE 1000 CITY: CHARLOTTE STATE: NC ZIP: 28246 FORMER COMPANY: FORMER CONFORMED NAME: Spartan Acquisition Corp. II DATE OF NAME CHANGE: 20200819 4 1 tm2121925-9_4.xml OWNERSHIP DOCUMENT X0306 4 2021-07-09 0 0001821850 Sunlight Financial Holdings Inc. SUNL 0001869195 Potere Matthew C/O SUNLIGHT FINANCIAL HOLDINGS INC. 101 N. TRYON STREET, SUITE 1000 CHARLOTTE NC 28246 1 1 0 0 Chief Executive Officer Class A Common Stock 2021-07-09 4 A 0 510000 0.00 A 510000 D Private Units 2021-07-09 4 A 0 2983960 A Class A Common Stock 2983960 2983960 D Private Units 2021-07-09 4 A 0 526581 A Class A Common Stock 526581 3510541 I By grantor retained annuity trust The reporting person received Restricted Stock Units ("RSUs"), which are settled in shares of Class A Common Stock, under the 2021 Equity Incentive Plan of Sunlight Financial Holdings Inc. (the "Company"). The RSUs will vest over a 3-year period with one-third of the RSUs vesting on the second anniversary of the grant date and two-thirds of the RSUs vesting on the third anniversary date of the grant date. The reporting person received these Private Units pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 23, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain of their respective affiliates and subsidiaries. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. The reporting person received these Private Units in exchange interests owned by the reporting person in Sunlight. Each Private Unit consists of a Class EX Unit issued by Sunlight, together with one share of Class C Common Stock issued by the Company. Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight's election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Sunlight. The Class C Common Stock will vote together with the Class A Common Stock as a single class, but will have no economic rights. These exchange rights do not expire. Of the Private Units received, 2,635,274 Private Units owned directly by the reporting person and 465,048 Private Units owned by the grantor retained annuity trust are vested. The remainder will vest over a 22 month-period on a pro-rated monthly basis. The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein. /s/ Lindsay Schall, attorney-in-fact 2021-07-12