Sec Form 4 Filing - HENRY EMIL W JR @ Sunlight Financial Holdings Inc. - 2021-07-09

FORM 4 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

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1. Name and Address of Reporting Person HENRY EMIL W JR 2. Issuer Name and Ticker or Trading Symbol Sunlight Financial Holdings Inc. [ SUNL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A 3. Date of Earliest Transaction (MM/DD/YY) 07/09/2021 (Street) NEW YORK, NY10022 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 07/09/2021 J( 1 ) 8,437,552 A 8,437,552 I Tiger Infrastructure Partners Co-Invest B LP ( 1 ) ( 3 )

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 Private Units ( 2 ) 07/09/2021 A 21,179,370 ( 2 ) ( 2 ) Class A Common Stock 21,179,370 $ 0 ( 2 ) 21,179,370 I Tiger Infrastructure Partners Sunlight Feeder LP ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENRY EMIL W JR 717 FIFTH AVE. FLOOR 12A NEW YORK, NY10022 X X Signatures /s/ Emil W. Henry, Jr. 07/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Tiger Infrastructure Partners Co-Invest B LP ("Co-Invest B") received these shares of Class A Common Stock pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 21, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain related parties. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, on July 9, 2021, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. (the "Company"). Co-Invest B received Class A Common Stock in Spartan in exchange for its interests in Sunlight. ( 2 )Tiger Infrastructure Partners Sunlight Feeder LP ("Fund I Sunlight Holdco") received these Private Units pursuant to the Business Combination Agreement. Each Private Unit consists of a Class EX Unit issued by Sunlight, together with one share of Class C Common Stock issued by the Company. Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight's election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Sunlight. The Class C Common Stock will vote together with the Class A Common Stock as a single class, but will have no economic rights. These exchange rights do not expire. ( 3 )Tiger Infrastructure Partners LP (the "US Advisor") is the investment manager of Tiger Infrastructure Partners AIV I LP ("Fund I AIV") and Co-Invest B. Fund I Sunlight Holdco is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner Emil Henry III LLC ("EH III"); EH III is managed by its sole managing member, Henry Tiger Holdings LLC ("HTH"); HTH is managed by its sole managing member, Emil Henry LLC ("EH LLC"). Emil W. Henry, Jr. is the sole managing member of EH LLC.

Remarks: Emil W. Henry, Jr. may be deemed to beneficially own the Class A Common Stock and Private Units (together, the "Shares") listed in this report as beneficially owned by funds and entities advised by the US Advisor. Mr. Henry disclaims beneficial ownership of all reported Shares except to the extent of his pecuniary interest therein and the inclusion of the Shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

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).

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