Filing Details
- Accession Number:
- 0000899243-23-010456
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-04 17:35:04
- Reporting Period:
- 2023-03-31
- Accepted Time:
- 2023-04-04 17:35:04
- 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 |
|---|---|---|---|---|---|---|---|
| 1070844 | A Stephen Schwarzman | C/O Blackstone Inc. 345 Park Avenue New York NY 10154 | No | No | Yes | No | |
| 1393818 | Blackstone Inc. | 345 Park Avenue New York NY 10154 | No | No | Yes | No | |
| 1404071 | L.l.c. Management Group Blackstone | C/O Blackstone Inc. 345 Park Avenue New York NY 10154 | No | No | Yes | No | |
| 1404073 | L.p. Iii Holdings Blackstone | C/O Blackstone Inc. 345 Park Avenue New York NY 10154 | No | No | Yes | No | |
| 1478809 | L.p. Gp Iii Holdings Blackstone | C/O Blackstone Inc. 345 Park Avenue New York NY 10154 | No | No | Yes | No | |
| 1478815 | L.l.c. Management Gp Iii Holdings Blackstone | C/O Blackstone Inc. 345 Park Avenue New York NY 10154 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2023-03-31 | 7,717,103 | $1.38 | 7,717,103 | No | 4 | P | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2023-03-31 | 3,109,235 | $1.38 | 24,727,216 | No | 4 | P | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2023-03-31 | 43,228 | $1.38 | 43,228 | No | 4 | P | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2023-04-03 | 777,935 | $0.00 | 8,495,038 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2023-04-03 | 777,935 | $0.00 | 7,717,103 | No | 4 | J | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2023-04-03 | 4,466 | $0.00 | 47,694 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2023-04-03 | 4,466 | $0.00 | 43,228 | No | 4 | J | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2023-04-03 | 340,506 | $0.00 | 24,386,710 | No | 4 | J | Indirect | See Footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | J | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | J | Indirect | See Footnotes |
| No | 4 | J | Indirect | See Footnotes |
Reported Derivative Transactions
| 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 | Disposition | 2023-04-03 | 777,935 | $0.00 | 777,935 | $0.00 |
| Class A Common Stock | LLC Units of Finance of America Equity Capital LLC | Disposition | 2023-04-03 | 4,466 | $0.00 | 4,466 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 48,611,415 | No | 4 | C | Indirect | ||
| 279,055 | No | 4 | C | Indirect |
Footnotes
- On March 31, 2023, BTO Urban Holdings L.L.C., BTO Urban Holdings II L.P., and Blackstone Family Tactical Opportunities Investment - NQ - ESC L.P. (the "Purchaser Entities") purchased the reported shares of Class A common stock ("Class A Common Stock"), pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 6, 2022, between the Issuer and the Purchaser Entities.
- 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 on a one-for-one basis. These exchange rights do not expire.
- 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 April 3, 2023, 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.
- Reflects securities directly held by BTO Urban Holdings L.L.C.
- Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P.
- Reflects securities directly held by BTO Urban Holdings II L.P.
- 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 (8)),
- 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 LLC 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.
- The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
- 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.
- The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
- The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management 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.
- Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
- 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.
- 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.
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