| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Finance of America Companies Inc. [ FOA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/08/2024 | C(1) | 34,071 | A | (1) | 7,751,174 | I | See Footnotes(3)(6)(7)(8)(11)(12)(13)(14) | ||
| Class A Common Stock | 03/08/2024 | J(2) | 34,071 | D | $0.00(2) | 7,717,103 | I | See Footnotes(3)(6)(7)(8)(11)(12)(13)(14) | ||
| Class A Common Stock | 03/08/2024 | C(1) | 196 | A | (1) | 43,424 | I | See Footnotes(4)(9)(11)(12)(13)(14) | ||
| Class A Common Stock | 03/08/2024 | J(2) | 196 | D | $0.00(2) | 43,228 | I | See Footnotes(4)(9)(11)(12)(13)(14) | ||
| Class A Common Stock | 03/08/2024 | J(2) | 14,913 | D | $0.00(2) | 24,335,012 | I | See Footnotes(5)(10)(11)(12)(13)(14) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units of Finance of America Equity Capital LLC | (1) | 03/08/2024 | C(1) | 34,071 | (1) | (1) | Class A Common Stock | 34,071 | $0.00 | 48,493,304 | I | See Footnotes(3)(6)(7)(8)(11)(12)(13)(14) | |||
| LLC Units of Finance of America Equity Capital LLC | (1) | 03/08/2024 | C(1) | 196 | (1) | (1) | Class A Common Stock | 196 | $0.00 | 278,377 | I | See Footnotes(4)(9)(11)(12)(13)(14) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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 Persons 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. |
| 2. 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 Persons or certain of their affiliates and certain other 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 March 8, 2024, in connection with the Issuer's settlement of restricted stock units into shares of Class A Common Stock, certain Reporting Persons delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement. |
| 3. Reflects securities directly held by BTO Urban Holdings L.L.C. |
| 4. Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. |
| 5. Reflects securities directly held by BTO Urban Holdings II L.P. |
| 6. BTO Urban Holdings L.L.C. is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds"), (continued in footnote (7)), |
| 7. BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ L.L.C. is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P. |
| 8. The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP LLC. Blackstone Family GP LLC is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. |
| 9. The general partner of Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. is BTO - NQ Side-by-Side GP L.L.C. The sole member of BTO - NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. |
| 10. The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. |
| 11. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| 12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
| 13. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| 14. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| BTO URBAN HOLDINGS L.L.C., By: /s/ Menes Chee, Name: Menes Chee, Title: Manager | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner, By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND II - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - A (RA) - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner, By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - I - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - S - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - C - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - L - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner, By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - O - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| BLACKSTONE TACTICAL OPPORTUNITIES FUND - N - NQ L.P., By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner, By: BTOA - NQ L.L.C., its sole member, By: /s/ Christopher J. James, Name: Christopher J. James, Title: COO | 03/12/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||