Sec Form 3 Filing - Sieffert Kristen N @ Finance of America Companies Inc. - 2023-04-05

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 Sieffert Kristen N 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O FINANCE OF AMERICA COMPANIES INC., 5830 GRANITE PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2023 (Street) PLANO, TX75024 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 285,521 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 LLC Units of Finance of America Equity Capital LLC ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 540,825 I I ( 2 ) Earnout Rights ( 3 ) ( 4 ) ( 3 )( 4 ) 04/01/2027 Class A Common Stock 68,983 I I ( 5 ) Earnout Rights ( 6 ) ( 7 ) ( 6 )( 7 ) 04/01/2027 Class A Common Stock 72,000 D Restricted Stock Units ( 8 ) ( 6 )( 8 ) ( 6 )( 8 ) Class A Common Stock 172,001 D Restricted Stock Units ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 108,578 D Restricted Stock Units ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 403,226 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sieffert Kristen N C/O FINANCE OF AMERICA COMPANIES INC. 5830 GRANITE PARKWAY, SUITE 400 PLANO, TX75024 President Signatures /s/ Tracy Lowe, as Attorney in Fact 04/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 ("Common Stock") on a one-for-one basis. These exchange rights do not expire. ( 2 )The Reporting Persons owns such FOA Units indirectly through a wholly-owned entity, FoA Management Holdco (KS) LLC. ( 3 )Reflects Earnout Rights acquired by FoA Management Holdco (KS) LLC, the Reporting Person's successor entity to UFG Management Holdings LLC, pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC (the "Business Combination") pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The Business Combination contemplated by the Transaction Agreement closed on April 1, 2021. ( 4 )Pursuant to earnout provisions in the Transaction Agreement, the holder of such Earnout Rights is entitled to receive FOA Units if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the thresholds described below. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the 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 Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. ( 5 )Reflects the Reporting Person's indirect interest in Earnout Rights (described above), held by FoA Management Holdco (KS) LLC. ( 6 )Reflects the Reporting Person's direct interest in the Earnout Rights (described below). In connection with the Business Combination, pursuant to the terms of the Transaction Agreement and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units and related Earnout Rights. ( 7 )Pursuant to earnout provisions in the Transaction Agreement, and the LTIP and subject to the Reporting Person's continued employment on the third anniversary of the Business Combination for the final tranche, the holder of Earnout Rights is entitled to receive shares of Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Common Stock exceeds the following thresholds: of these Earnout Rights, one-half will be issued if the volume-weighted average price of the 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 Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. ( 8 )Each replacement restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the third anniversary of April 1, 2021, subject to the Reporting Person's continued employment. ( 9 )Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The remaining restricted stock units vest on the second and third anniversaries of April 1, 2022, subject to the Reporting Person's continued employment. ( 10 )Represents additional RSUs granted to the Reporting Person on March 31, 2023. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units will be settled in either Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The restricted stock units shall vest in one-third increments upon the first, second and third anniversaries of the vesting reference date, April 1, 2023, subject to the Reporting Person's continued employment.

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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