Sec Form 3 Filing - Blackstone Holdings III L.P. @ Finance of America Companies Inc. - 2021-04-02

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

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1. Name and Address of Reporting Person Blackstone Holdings III L.P. 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE BLACKSTONE GROUP INC., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2021 (Street) NEW YORK, NY10154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 2,022,766 I See Footnotes ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Class A Common Stock 11,612 I See Footnotes ( 2 ) ( 8 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Class A Common Stock 23,066,495 I See Footnotes ( 3 ) ( 9 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Class B Common Stock 1 I See Footnotes ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Class B Common Stock 1 I See Footnotes ( 2 ) ( 8 ) ( 10 ) ( 14 ) ( 15 ) ( 16 )

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 LLC Units of Finance of America Equity Capital LLC ( 11 ) ( 11 ) ( 11 ) Class A Common Stock 50,675,920 I See Footnotes ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) LLC Units of Finance of America Equity Capital LLC ( 11 ) ( 11 ) ( 11 ) Class A Common Stock 290,906 I See Footnotes ( 2 ) ( 8 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Earnout Rights ( 12 ) ( 13 ) ( 12 )( 13 ) 04/01/2027 Class A Common Stock 5,942,476 ( 13 ) I See Footnotes ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Earnout Rights ( 12 ) ( 13 ) ( 12 )( 13 ) 04/01/2027 Class A Common Stock 34,112 ( 13 ) I See Footnotes ( 2 ) ( 8 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Earnout Rights ( 12 ) ( 13 ) ( 12 )( 13 ) 04/01/2027 Class A Common Stock 2,238,050 ( 13 ) I See Footnotes ( 3 ) ( 9 ) ( 10 ) ( 14 ) ( 15 ) ( 16 ) Earnout Rights ( 12 ) ( 13 ) ( 12 )( 13 ) 04/01/2027 Class A Common Stock 363,004 ( 13 ) I See Footnotes ( 4 ) ( 6 ) ( 10 ) ( 14 ) ( 15 ) ( 16 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Group Inc 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154 X SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY10154 X Signatures BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 04/02/2021 Signature of Reporting Person Date BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 04/02/2021 Signature of Reporting Person Date BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 04/02/2021 Signature of Reporting Person Date THE BLACKSTONE GROUP INC., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 04/02/2021 Signature of Reporting Person Date BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 04/02/2021 Signature of Reporting Person Date /s/ Stephen A. Schwarzman 04/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities directly held by BTO Urban Holdings L.L.C. ( 2 )Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. ( 3 )Reflects securities directly held by BTO Urban Holdings II L.P. ( 4 )Reflects securities directly held by Blackstone Tactical Opportunities Associates - NQ L.L.C. ( 5 )BTO Urban Holdings L.L.C. is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds")(continued in footnote (6)), ( 6 )BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ LLC is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P. ( 7 )The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. ( 8 )The general partner of Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. ( 9 )The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. ( 10 )The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The Blackstone Group Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. ( 11 )(10)Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, limited liability company units of Finance of America Equity Capital LLC ("FOA Units") held by the Reporting Person are exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire. ( 12 )Reflects Earnout Rights acquired pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The transactions contemplated by the Transaction Agreement closed on April 1, 2021. ( 13 )Pursuant to earnout provisions in the Transaction Agreement, the Reporting Persons are entitled to receive shares of Class A Common Stock or FOA Units (based on whether the Reporting Person held Class A Common Stock or FOA Units, respectively, after the closing of the Transaction Agreement) if, from the closing of the transaction until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. ( 14 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. ( 15 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 16 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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