Sec Form 4 Filing - LIBMAN BRIAN L @ Finance of America Companies Inc. - 2021-04-01

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

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 LIBMAN BRIAN L 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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FINANCE OF AMERICA COMPANIES INC.,, 909 LAKE CAROLYN PARKWAY, SUITE 1550 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2021 (Street) IRVING, TX75039 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 04/01/2021( 1 ) A 1,380,247 A ( 1 ) $ 10 1,380,247 I See Footnote ( 2 ) Class A Common Stock 08/16/2021 P 71,969 A $ 5.16 ( 3 ) 71,969 I See Footnote ( 4 ) Class A Common Stock 08/16/2021 P 25,287 A $ 5.16 ( 3 ) 25,287 D Class A Common Stock 08/17/2021 P 45,241 A $ 5.24 ( 5 ) 117,210 I See Footnote ( 4 ) Class A Common Stock 08/17/2021 P 15,896 A $ 5.24 ( 5 ) 41,183 D Class B Common Stock 04/01/2021( 6 ) A 1 A ( 6 ) $ 0 1 I See Footnote ( 2 ) Class B Common Stock 04/01/2021( 6 ) A 1 A ( 6 ) $ 0 1 I See Footnote ( 7 )

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 ( 8 ) 04/01/2021( 6 ) A( 6 ) 73,033,375 ( 6 ) ( 8 ) ( 8 ) Class A Common Stock ( 8 ) 73,033,375 $ 0 73,033,375 I See Footnote ( 2 ) LLC Units of Finance of America Equity Capital LLC ( 8 ) 04/01/2021( 6 ) A( 6 ) 1,941,876 ( 6 ) ( 8 ) ( 8 ) Class A Common Stock ( 8 ) 1,941,876 $ 0 1,941,876 I See Footnote ( 7 ) Earnout Rights ( 9 ) 04/01/2021( 6 ) A( 6 ) 8,564,208 ( 6 ) ( 9 ) ( 9 ) Class A Common Stock ( 9 ) 8,564,208 $ 0 8,564,208 I See Footnote ( 2 ) Earnout Rights ( 9 ) 04/01/2021( 6 ) A( 6 ) 227,712 ( 6 ) ( 9 ) ( 9 ) Class A Common Stock ( 9 ) 227,712 $ 0 227,712 I See Footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIBMAN BRIAN L C/O FINANCE OF AMERICA COMPANIES INC., 909 LAKE CAROLYN PARKWAY, SUITE 1550 IRVING, TX75039 X X Signatures /s/ Tracy Lowe, as Attorney-in-Fact 08/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 12, 2020, concurrently with the execution of the Transaction Agreement dated effective as of October 12, 2020 (the "Transaction Agreement") among Replay Acquisition Corp. ("Replay"), Finance of America Equity Capital LLC ("FoA") and certain other parties thereto, Finance of America Companies Inc. (the "Issuer") entered into a subscription agreement with Brian Libman and certain entities controlled by him (the "BL Investors"), pursuant to which the BL Investors agreed to purchase 1,380,247 shares of Class A Common Stock for a purchase price of $10.00 per share. The purchase closed on April 1, 2021 in connection with the business combination ("Business Combination") of Replay and FoA. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. ( 2 )Reflects securities held directly by Libman Family Holdings, LLC. The sole manager of Libman Family Holdings, LLC is Brian L. Libman. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.075 to $5.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. ( 4 )Reflects securities purchased by an entity for which the Reporting Person serves as a trustee. ( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.11 to $5.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. ( 6 )These securities were acquired in connection with the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. These securities were previously reported on the Reporting Person's Form 3 filed on April 5, 2021. ( 7 )Reflects securities held directly by The Mortgage Opportunity Group, LLC. The sole manager of The Mortgage Opportunity Group, LLC is Brian L. Libman. ( 8 )Pursuant to the terms of an exchange agreement, dated as of April 2, 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. ( 9 )Reflects Earnout Rights acquired pursuant to the Business Combination pursuant to the terms of the Transaction Agreement. The transactions contemplated by the Transaction Agreement closed on April 1, 2021. Pursuant to earnout provisions in the Transaction Agreement, the Reporting Person is entitled to receive FoA Units 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.

Remarks: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

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.