Amendment: SEC Form SCHEDULE 13D/A filed by Finance of America Companies Inc.
$FOA
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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Finance of America Companies Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
31738L107 (CUSIP Number) |
Reza Jahangiri 895 Dove Street, Suite 300, Newport Beach, CA, 92660 (866) 948-0003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 31738L107 |
| 1 |
Name of reporting person
Bloom Retirement Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,544,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 31738L107 |
| 1 |
Name of reporting person
Reza Jahangiri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,544,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Finance of America Companies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5830 GRANITE PARKWAY, SUITE 400, PLANO,
TEXAS
, 75024. | |
Item 1 Comment:
This Amendment No. 9 to Schedule 13D ("Amendment No. 9") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on April 10, 2023 (as amended to date, the "Schedule 13D"), relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Finance of America Companies Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
10b5-1 Trading Plan Update
On May 15, 2025, the previously disclosed 2025 10b5-1 Trading Plan was terminated in accordance with its terms.
On May 23, 2025, Bloom Retirement Holdings Inc. entered into a new trading plan (the "May 2025 10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The May 2025 10b5-1 Trading Plan provides that Goldman Sachs & Co. LLC (the "Broker") may make periodic sales of up to an aggregate 724,249 shares of Class A Common Stock on behalf of Bloom Retirement Holdings Inc. beginning on June 23, 2025.
This description of the May 2025 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the full text of the May 2025 10b5-1 Trading Plan, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5.
The Reporting Persons may be deemed to beneficially own 2,544,545 shares of Class A Common Stock, representing 9.49% of the Class A Common Stock outstanding based upon 11,059,266 shares of Class A Common Stock outstanding as of May 16, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on May 20, 2025. The percentage of the Class A Common Stock reported herein gives effect to the Control Condition (as defined below). | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
Bloom Retirement Holdings Inc. is the record holder of 744,938 shares of Class A Common Stock and 1,799,607 FOAEC Units, as reported herein. Mr. Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. and may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc. The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4.
The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition"). Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis at the option of the holder. | |
| (c) | Since the Reporting Persons' most recent filing in Schedule 13D, Bloom Retirement Holdings Inc. has disposed of 2,152 shares of Class A Common Stock by gift on May 1, 2025 and 75,751 shares of Class A Common Stock in a series of open-market transactions pursuant to the 2025 10b5-1 Trading Plan. Details by date, listing the number of shares of Class A Common Stock disposed of pursuant to the 2025 10b5-1 Trading Plan and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction:
April 17, 2025
-Shares Disposed of: 2,608
-Weighted Average Price Per Share: $19.2095
April 21, 2025
-Shares Disposed of: 3,793
-Weighted Average Price Per Share: $18.5404
April 22, 2025
-Shares Disposed of: 4,341
-Weighted Average Price Per Share: $18.7795
April 23, 2025
-Shares Disposed of: 3,198
-Weighted Average Price Per Share: $20.0013
April 24, 2025
-Shares Disposed of: 2,707
-Weighted Average Price Per Share: $20.2465
April 25, 2025
-Shares Disposed of: 2,141
-Weighted Average Price Per Share: $19.5693
April 28, 2025
-Shares Disposed of: 2,834
-Weighted Average Price Per Share: $19.6038
April 29, 2025
-Shares Disposed of: 3,658
-Weighted Average Price Per Share: $20.4433
April 30, 2025
-Shares Disposed of: 3,860
-Weighted Average Price Per Share: $20.5250
May 1, 2025
-Shares Disposed of: 2,647
-Weighted Average Price Per Share: $20.5830
May 2, 2025
-Shares Disposed of: 2,789
-Weighted Average Price Per Share: $20.1890
May 5, 2025
-Shares Disposed of: 2,375
-Weighted Average Price Per Share: $20.2723
May 6, 2025
-Shares Disposed of: 5,017
-Weighted Average Price Per Share: $19.4268
May 7, 2025
-Shares Disposed of: 16,575
-Weighted Average Price Per Share: $21.9090
May 8, 2025
-Shares Disposed of: 4,084
-Weighted Average Price Per Share: $21.1201
May 9, 2025
-Shares Disposed of: 3,246
-Weighted Average Price Per Share: $21.0430
May 12, 2025
-Shares Disposed of: 3,626
-Weighted Average Price Per Share: $21.3923
May 13, 2025
-Shares Disposed of: 2,701
-Weighted Average Price Per Share: $21.8328
May 14, 2025
-Shares Disposed of: 3,551
-Weighted Average Price Per Share: $21.4854
Except as described in this Amendment No. 9, the Reporting Persons have not effected any other transactions with respect to the Class A Common Stock since Amendment No. 8. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the May 2025 10b5-1 Trading Plan and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated by reference herein.
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 10: 10b5-1 Trading Plan, dated May 23, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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