| 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) 10/31/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| 10.000% Exchangeable Senior Secured Notes due 2029 | (1)(2) | 10/31/2024 | A(1) | $33,121,000 | (2) | 11/30/2029 | Class A Common Stock | 1,204,400 | (1)(2) | $33,121,000 | I | See Footnote(3) | |||
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. On October 31, 2024, Finance of America Funding LLC ("FOA Funding"), a subsidiary of Finance of America Companies Inc. (the "Issuer"), completed certain exchange offer and consent solicitations transactions, including the exchange of $342,622,000 of FOA Funding's existing 7.875% Senior Notes due 2025 (the "2025 Unsecured Notes") for (i) $195,783,947 of FOA Funding's new 7.875% Senior Secured Notes due 2026, (ii) $146,793,000 of FOA Funding's new 10.000% Exchangeable Senior Secured Notes due 2029 (the "New Exchangeable Notes") and (iii) cash consideration of $856,555 (such transactions, the "Exchange Offer"). In the Exchange Offer, Libman Family Holdings, LLC exchanged $77,284,000 in principal amount of 2025 Unsecured Notes for consideration including $33,121,000 in principal amount of New Exchangeable Notes. |
| 2. Holders of the New Exchangeable Notes have the right to exchange all or any portion of such notes at their option, subject to certain limitations as further described in the indenture governing the New Exchangeable Notes (the "Indenture"). The New Exchangeable Notes are exchangeable on the terms set forth in the Indenture into shares of the Issuer's Class A common stock ("Class A Common Stock") or, at the election of FOA Funding, exchange may be settled in part or in whole by delivery of the cash value of the shares otherwise deliverable (to the extent that the Issuer determines in good faith that it would be in the best interest of Issuer to do so for specified tax reasons). The exchange rate is initially 36.36364 shares of Class A Common Stock per $1,000 principal amount of New Exchangeable Notes, which is equivalent to an initial exchange price of approximately $27.50 per share of Class A Common Stock, subject to adjustment as provided in Indenture. |
| 3. Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. |
| Brian L. Libman, By: /s/ Brian L. Libman, Name: Brian L. Libman | 11/04/2024 | |
| Libman Family Holdings, LLC, By: /s/ Brian L. Libman, Name: Brian L. Libman, Title: Manager | 11/04/2024 | |
| ** 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. | ||