Sec Form 4 Filing - D1 Capital Partners L.P. @ Finance of America Companies Inc. - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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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
D1 Capital Partners 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)
9 WEST 57TH STREET, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
NEW YORK, NY10019
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 04/01/2021 S 625,000 D $ 10.2025 6,875,000 I See footnote ( 1 )
Class A Common Stock 05/10/2021 S 14,551 D $ 10.8479 6,860,449 I See footnote ( 1 )
Class A Common Stock 05/10/2021 S 5,000 D $ 10.63 6,855,449 I See footnote ( 1 )
Class A Common Stock 05/19/2021 S 55,449 D $ 10.5008 6,800,000 I See footnote ( 1 )
Class A Common Stock 05/20/2021 S 141,596 D $ 10.5 6,658,404 I See footnote ( 1 )
Class A Common Stock 05/21/2021 S 158,404 D $ 10.5 6,500,000 I See footnote ( 1 )
Class A Common Stock 06/01/2021 S 5,799 D $ 10.5 6,494,201 I See footnote ( 1 )
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
Warrants $ 11.5 05/10/2021 S 600,000 04/30/2021 04/01/2026 Class A Common Stock 600,000 $ 1.54 650,000 I See footnote ( 1 )
Warrants $ 11.5 05/10/2021 S 13,025 04/30/2021 04/01/2026 Class A Common Stock 13,025 $ 1.5613 636,975 I See footnote ( 1 )
Warrants $ 11.5 05/19/2021 S 36,975 04/30/2021 04/01/2026 Class A Common Stock 36,975 $ 1.5 600,000 I See footnote ( 1 )
Warrants $ 11.5 05/20/2021 S 103,774 04/30/2021 04/01/2026 Class A Common Stock 103,774 $ 1.5 496,226 I See footnote ( 1 )
Warrants $ 11.5 06/15/2021 S 6,226 04/30/2021 04/01/2026 Class A Common Stock 6,226 $ 1.55 490,000 I See footnote ( 1 )
Warrants $ 11.5 06/17/2021 S 4,351 04/30/2021 04/01/2026 Class A Common Stock 4,351 $ 1.55 485,649 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D1 Capital Partners L.P.
9 WEST 57TH STREET
36TH FLOOR
NEW YORK, NY10019
X
Sundheim Daniel S.
C/O D1 CAPITAL PARTNERS, L.P.
9 WEST 57TH STREET, 36TH FLOOR
NEW YORK, NY10019
X
Signatures
D1 Capital Partners, L.P., by: /s/ Amanda Hector 10/08/2021
Signature of Reporting Person Date
/s/ Daniel S. Sundheim 10/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim (the "Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Capital Partners Master LP (the "Investment Vehicle"). Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein.

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