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