Sec Form 3 Filing - Richmond Lauren @ Finance of America Companies Inc. - 2022-09-02

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 Richmond Lauren 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) Chief Legal Officer (Last) (First) (Middle) C/O FINANCE OF AMERICA COMPANIES INC., 5830 GRANITE PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2022 (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 78,068 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 Restricted Stock Units ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 103,201 D Earnout Rights ( 3 )( 4 ) ( 3 )( 4 ) 04/01/2027 Class A Common Stock 21,600 D Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 9,772 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Richmond Lauren C/O FINANCE OF AMERICA COMPANIES INC. 5830 GRANITE PARKWAY, SUITE 400 PLANO, TX75024 Chief Legal Officer Signatures /s/ Tracy Lowe, as Attorney-in-Fact 09/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement") governing the business combination (the "Business Combination") of Replay Acquisition Corp. and Finance of America Equity Capital LLC and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units (the "Replacement RSUs") and related earnout rights (the "Earnout Rights"). The Business Combination closed on April 1, 2021. ( 2 )Pursuant to the terms of the LTIP, the Replacement RSUs will vest in equal installments on each of the third and fourth anniversaries of the closing of the Business Combination, subject to the Reporting Person's continued employment. Each Replacement RSU represents a contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). The Replacement RSUs will be settled in either the Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. ( 3 )Reflects the Reporting Person's direct interest in the Earnout Rights (described below). ( 4 )Pursuant to earnout provisions in the Transaction Agreement and the LTIP and subject to the Reporting Person's continued employment on each of the third and fourth anniversaries of the Business Combination, the holder of such Earnout Rights is entitled to receive shares of the Class A Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds the thresholds described herein. Of the 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. ( 5 )Represents additional restricted stock units ("RSUs") granted to the Reporting Person on April 1, 2022. Each RSU represents a contingent right to receive one share of the Class A Common Stock. The RSUs will be settled in either the Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. The RSUs shall vest in one-third increments upon the first, second and third anniversaries of the grant date, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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