SEC Form 4: Fintech Acquisition Llc disposed of 1,395,645 units of Class B Common Stock and disposed of 4,063,995 units of Class L Common Stock

11/7/22 9:40:01 PM ET

$FACA

Consumer Electronics/Appliances

Industrials

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fintech Acquisition LLC

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

SUITE 2700

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Figure Acquisition Corp. I [ FACA.U ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	11/03/2022		J		1,395,645⁽¹⁾	D	$0⁽¹⁾	1,738,799	I	See Footnotes⁽³⁾⁽⁴⁾
Class L Common Stock	11/03/2022		J		4,063,995⁽¹⁾	D	$0⁽¹⁾	5,062,989	I	See Footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽¹⁾⁽²⁾	⁽²⁾	11/03/2022		J			2,262,706⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	2,262,706⁽¹⁾	$0⁽¹⁾	2,903,961	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Call option (right to acquire)⁽¹⁾⁽⁵⁾	$0⁽⁵⁾	11/03/2022		J		0⁽¹⁾⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	See Footnotes⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁵⁾	$0⁽⁵⁾	0⁽⁵⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Fintech Acquisition LLC

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

SUITE 2700

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cagney Michael Scott

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

SUITE 2700

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Milani Thomas J.

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

SUITE 2700

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 3, 2022, Fintech Acquisition LLC (the "Sponsor") distributed for no consideration (i) 1,395,645 shares of Class B Common Stock of the Issuer, (ii) 4,063,995 shares of Class L Common Stock of the Issuer and (iii) 2,262,706 warrants of the Issuer (the securities described in clauses (i), (ii) and (iii), collectively, the "Transferred Securities") to one of its members (the "Member") (the "Distribution").

2. Each whole Private Placement Warrant (a "Warrant") is exercisable to purchase one share of Class A Common Stock of the Issuer (each, a "Class A Share") at an exercise price of $11.50 per share, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination ("IBO") and (ii) 12 months following the closing of the Issuer's IPO. The Warrants (when held by the Sponsor or its permitted transferees) (i) will not be redeemable by the Issuer, (ii) may not (including the Class A Shares issuable upon exercise), subject to certain exceptions, be transferred, assigned or sold until 30 days after the completion of the Issuer's IBO, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Warrants will expire upon the 24-month anniversary of the closing of the IPO if the Issuer's IBO has not been completed prior to such date.

3. The Sponsor is managed by a Board of Managers, which consists of two individuals--Michael Cagney and Thomas J. Milani. Mr. Cagney is the Chairman of the Board of Directors of the Issuer and Mr. Milani is the Chief Financial Officer of the Issuer. Any actions (including voting and investment decisions) by the Sponsor with respect to the reported securities are made by Board of Managers of the Sponsor and require the unanimous approval of the members of the Board of Managers. As a result, each of Messrs. Cagney and Milani may be deemed to have beneficial ownership over the securities reported herein.

4. Each of the reporting persons disclaims beneficial ownership over the securities reported herein, except to the extent of his or its pecuniary interest therein.

5. The Sponsor entered into an agreement with the Member and certain of the Member's affiliates, pursuant to which the Member must cause the Transferred Securities to be contributed back to the Sponsor at the Sponsor's request and in the Sponsor's sole discretion (the "Call Option"). The exercise price for the Call Option is $0. Any such contribution of the Transferred Securities to the Sponsor will be for no consideration. There is no expiration date on the Call Option.

Remarks:

Exhibit 99 - Joint Filer Statement - Due to an inadvertent administrative error, the Form 4 filed by the reporting persons on February 24, 2021 incorrectly indicated that the Sponsor was a 10% Owner.

	By: /s/ Fintech Acquisition LLC, By: /s/ Thomas J. Milani	11/07/2022
	By: /s/ Michael Cagney	11/07/2022
	By: /s/ Thomas J. Milani	11/07/2022
	** 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.

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Amount

(A) or (D)

Price

Class B Common Stock

11/03/2022

1,395,645⁽¹⁾

$0⁽¹⁾

1,738,799

See Footnotes⁽³⁾⁽⁴⁾

Class L Common Stock

11/03/2022

4,063,995⁽¹⁾

$0⁽¹⁾

5,062,989

See Footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants⁽¹⁾⁽²⁾

⁽²⁾

11/03/2022

2,262,706⁽¹⁾⁽²⁾

⁽²⁾

Class A Common Stock

2,262,706⁽¹⁾

$0⁽¹⁾

2,903,961

See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾

Call option (right to acquire)⁽¹⁾⁽⁵⁾

$0⁽⁵⁾

11/03/2022

0⁽¹⁾⁽⁵⁾

⁽⁵⁾

See Footnotes⁽¹⁾⁽⁵⁾

⁽¹⁾⁽⁵⁾

$0⁽⁵⁾

0⁽⁵⁾

See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾

SEC Form 4: Fintech Acquisition Llc disposed of 1,395,645 units of Class B Common Stock and disposed of 4,063,995 units of Class L Common Stock

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SEC Form 4: Fintech Acquisition Llc disposed of 1,395,645 units of Class B Common Stock and disposed of 4,063,995 units of Class L Common Stock

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$FACA

$FACA
Insider Trading

SEC Form 4 filed by Fintech Acquisition Llc