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Filing Details

Accession Number:: 0000899243-21-033543
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-18 18:52:46
Reporting Period:: 2021-04-01

Accepted Time:: 2021-08-18 18:52:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1828937	Finance Of America Companies Inc.	[FOA]	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1356440	L Brian Libman	C/O Finance Of America Companies Inc., 909 Lake Carolyn Parkway, Suite 1550 Irving TX 75039		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-04-01	1,380,247	$10.00	1,380,247	No	4	A	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-16	71,969	$5.16	71,969	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-16	25,287	$5.16	25,287	No	4	P	Direct
Class A Common Stock	Acquisiton	2021-08-17	45,241	$5.24	117,210	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-17	15,896	$5.24	41,183	No	4	P	Direct
Class B Common Stock	Acquisiton	2021-04-01	1	$0.00	1	No	4	A	Indirect	See Footnote
Class B Common Stock	Acquisiton	2021-04-01	1	$0.00	1	No	4	A	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Direct
No	4	A	Indirect	See Footnote
No	4	A	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	LLC Units of Finance of America Equity Capital LLC	Acquisiton	2021-04-01	73,033,375	$0.00	73,033,375	$0.00
Class A Common Stock	LLC Units of Finance of America Equity Capital LLC	Acquisiton	2021-04-01	1,941,876	$0.00	1,941,876	$0.00
Class A Common Stock	Earnout Rights	Acquisiton	2021-04-01	8,564,208	$0.00	8,564,208	$0.00
Class A Common Stock	Earnout Rights	Acquisiton	2021-04-01	227,712	$0.00	227,712	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
73,033,375	No	4	A	Indirect
1,941,876	No	4	A	Indirect
8,564,208	No	4	A	Indirect
227,712	No	4	A	Indirect

Footnotes

On October 12, 2020, concurrently with the execution of the Transaction Agreement dated effective as of October 12, 2020 (the "Transaction Agreement") among Replay Acquisition Corp. ("Replay"), Finance of America Equity Capital LLC ("FoA") and certain other parties thereto, Finance of America Companies Inc. (the "Issuer") entered into a subscription agreement with Brian Libman and certain entities controlled by him (the "BL Investors"), pursuant to which the BL Investors agreed to purchase 1,380,247 shares of Class A Common Stock for a purchase price of $10.00 per share. The purchase closed on April 1, 2021 in connection with the business combination ("Business Combination") of Replay and FoA. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021.
Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.075 to $5.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Reflects securities purchased by an entity for which the Reporting Person serves as a trustee.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.11 to $5.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021.
Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman.
Pursuant to the terms of an exchange agreement, dated as of April 2, 2021, limited liability company units of Finance of America Equity Capital LLC ("FoA Units") held by the Reporting Person 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.
Reflects Earnout Rights acquired pursuant to the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. Pursuant to earnout provisions in the Transaction Agreement, the Reporting Person is entitled to receive FoA Units if, from the closing of the transaction until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period.