Sec Form 3 Filing - Fay Taylor @ FOXO TECHNOLOGIES INC. - 2023-02-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Fay Taylor 2. Issuer Name and Ticker or Trading Symbol FOXO TECHNOLOGIES INC. [ FOXO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 729 N. WASHINGTON ST.,, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2023 (Street) MINNEAPOLIS, MN55402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 150,000( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 15.75 ( 2 ) 01/27/2027 Class A Common Stock 2 D Stock Option (right to buy) $ 6.51 ( 3 ) 08/09/2026 Class A Common Stock 2,904 D Stock Option (right to buy) $ 6.51 ( 4 ) 08/09/2026 Class A Common Stock 3,208 D Stock Option (right to buy) $ 6.51 ( 5 ) 04/02/2026 Class A Common Stock 29,042 D Stock Option (right to buy) $ 6.51 ( 6 ) 04/02/2026 Class A Common Stock 3,276 D Stock Option (right to buy) $ 6.51 ( 7 ) 04/02/2026 Class A Common Stock 2,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fay Taylor 729 N. WASHINGTON ST., SUITE 600 MINNEAPOLIS, MN55402 Chief Operating Officer Signatures /s/ Taylor Fay 02/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the closing of the business combination between the Issuer and FOXO Technologies Operating Company, the reporting person received a restricted share award equal to 150,000 shares pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The award is subject to the following vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the closing of the business combination if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the closing date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the closing date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP. ( 2 )Stock option granted on January 27, 2022. As of February 3, 2023, the 2 shares of Class A Common Stock of the Issuer subject to the stock options were fully vested. ( 3 )Stock option granted on August 9, 2021. As of February 3, 2023, 1,377 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,527 shares of Class A Common Stock subject to the stock options shall vest on each subsequent month anniversary of the award date until fully vested on August 9, 2024. ( 4 )Stock option granted on August 9, 2021. As of February 3, 2023, 1,517 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,691 shares of Class A Common Stock subject to the stock options shall vest on each subsequent month anniversary of the award date until fully vested on August 9, 2024. ( 5 )Stock option granted on April 2, 2021. As of February 3, 2023, 20,175 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 8,867 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on December 31, 2023. ( 6 )Stock option granted on April 2, 2021. As of February 3, 2023, 2,275 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 1,001 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on December 31, 2023. ( 7 )Stock option granted on April 2, 2021. As of February 3, 2023, 2,500 shares of Class A Common Stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining 400 shares of Class A Common Stock subject to the stock options shall vest in equal monthly installments until fully vested on June 30, 2023.

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.