Home/Filings/4/0000950170-24-041299

4//SEC Filing

Blackstone Tactical Opportunities Fund - S - NQ L.P. 4

Accession 0000950170-24-041299

CIK 0001828937other

View on SEC.gov Company Profile

Filed

Apr 2, 8:00 PM ET

Accepted

Apr 3, 5:23 PM ET

Size

40.4 KB

Accession

0000950170-24-041299

Insider Transaction Report

Form 4

Period: 2024-04-01

Finance of America Companies Inc.FOA

Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Blackstone Tactical Opportunities Fund - I - NQ L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Blackstone Tactical Opportunities Fund - C - NQ L.P.

10% Owner

Transactions

Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)

Blackstone Tactical Opportunities Fund - L - NQ L.P.

10% Owner

Transactions

Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Blackstone Tactical Opportunities Fund - O - NQ L.P.

10% Owner

Transactions

Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Blackstone Tactical Opportunities Fund - S - NQ L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

BTO Urban Holdings L.L.C.

10% Owner

Transactions

Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)

Blackstone Tactical Opportunities Fund - NQ L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Blackstone Tactical Opportunities Fund II - NQ L.P.

10% Owner

Transactions

Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)
Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)

Blackstone Tactical Opportunities Fund - N - NQ L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2024-04-01+394,081→ 8,111,184 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−394,081→ 7,717,103 total(indirect: See Footnotes)
Conversion
Class A Common Stock
2024-04-01+2,262→ 45,490 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−2,262→ 43,228 total(indirect: See Footnotes)
Other
Class A Common Stock
2024-04-01−172,491→ 24,162,521 total(indirect: See Footnotes)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−394,081→ 48,099,223 total(indirect: See Footnotes)
→ Class A Common Stock (394,081 underlying)
Conversion
LLC Units of Finance of America Equity Capital LLC
2024-04-01−2,262→ 276,115 total(indirect: See Footnotes)
→ Class A Common Stock (2,262 underlying)

Footnotes (14)

[F1]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 Persons 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.
[F10]The general partner of BTO Urban Holdings II L.P. 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 L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C.
[F11]Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone 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.
[F12]Due to the limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
[F13]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.
[F14]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.
[F2]Pursuant to the LTIP Award Settlement Agreement (the "LTIP Award Settlement Agreement"), dated as of October 12, 2020, by and among the Issuer, the Reporting Persons or certain of their affiliates and certain other equityholders of the Issuer and Finance of America Equity Capital LLC, such equityholders are obligated to deliver a number of shares of Class A Common Stock to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer. On April 1, 2024, in connection with the Issuer's settlement of restricted stock units into shares of Class A Common Stock, certain Reporting Persons delivered certain shares of Class A Common Stock to the Issuer pursuant to the LTIP Award Settlement Agreement.
[F3]Reflects securities directly held by BTO Urban Holdings L.L.C.
[F4]Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P.
[F5]Reflects securities directly held by BTO Urban Holdings II L.P.
[F6]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 (7)),
[F7]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 L.L.C. 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.
[F8]The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP LLC. Blackstone Family GP LLC is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
[F9]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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Finance of America Companies Inc.

CIK 0001828937

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001853354

Filing Metadata

Form type: 4
Filed: Apr 2, 8:00 PM ET
Accepted: Apr 3, 5:23 PM ET
Size: 40.4 KB

View on SEC.gov