4//SEC Filing
Potere Matthew 4
Accession 0001104659-21-091342
CIK 0001821850other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 7:37 PM ET
Size
11.9 KB
Accession
0001104659-21-091342
Insider Transaction Report
Form 4
Potere Matthew
DirectorChief Executive Officer
Transactions
- Award
Class A Common Stock
2021-07-09+510,000→ 510,000 total - Award
Private Units
2021-07-09+2,983,960→ 2,983,960 total→ Class A Common Stock (2,983,960 underlying) - Award
Private Units
2021-07-09+526,581→ 3,510,541 total(indirect: By Trust)→ Class A Common Stock (526,581 underlying)
Footnotes (4)
- [F1]The reporting person received Restricted Stock Units ("RSUs"), which are settled in shares of Class A Common Stock, under the 2021 Equity Incentive Plan of Sunlight Financial Holdings Inc. (the "Company"). The RSUs will vest over a 3-year period with one-third of the RSUs vesting on the second anniversary of the grant date and two-thirds of the RSUs vesting on the third anniversary date of the grant date.
- [F2]The reporting person received these Private Units pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 23, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain of their respective affiliates and subsidiaries. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. The reporting person received these Private Units in exchange interests owned by the reporting person in Sunlight. Each Private Unit consists of a Class EX Unit issued by Sunlight, together with one share of Class C Common Stock issued by the Company.
- [F3]Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight's election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Sunlight. The Class C Common Stock will vote together with the Class A Common Stock as a single class, but will have no economic rights. These exchange rights do not expire. Of the Private Units received, 2,635,274 Private Units owned directly by the reporting person and 465,048 Private Units owned by the grantor retained annuity trust are vested. The remainder will vest over a 22 month-period on a pro-rated monthly basis.
- [F4]The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
Documents
Issuer
Sunlight Financial Holdings Inc.
CIK 0001821850
Entity typeother
Related Parties
1- filerCIK 0001869195
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 7:37 PM ET
- Size
- 11.9 KB