EXPLANATORY NOTE
This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D relates to the Class A common stock, par value $0.0001
per share (the “Class A Common Stock”), of Finance of America Companies Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on
August 26, 2021, as amended by the Amendment No. 1 to the Schedule 13D filed on October 1, 2021, as amended by Amendment No. 2 to the Schedule 13D filed on April 5, 2022, as amended by Amendment No. 3 to the Schedule
13D filed on August 10, 2022, as amended by Amendment No. 4 to the Schedule 13D filed on December 7, 2022, as amended by Amendment No. 5 to the Schedule 13D filed on January 4, 2023, as amended by Amendment No. 6 to the
Schedule 13D filed on April 4, 2023 and as amended by Amendment No. 7 to the Schedule 13D filed on April 3, 2024 (as so amended, the “Schedule 13D”). Except as specifically amended by this Amendment No. 8, the
Schedule 13D remains in full force and effect. The principal executive offices of the Issuer are located at 5830 Granite Parkway, Suite 400, Plano, Texas 75024. Capitalized terms used but not defined in this Amendment No. 8 shall have the same
meanings ascribed to them in the Schedule 13D.
An amendment to the Issuer’s Amended and Restated Certificate of Incorporation became effective as of
5:00 p.m. Eastern Time on July 25, 2024, to effect a reverse stock split of its Class A Common Stock, at a ratio of 10:1 (the “Reverse Stock Split”). In connection with the Reverse Stock Split, 31738L 206 was assigned as the new
CUSIP number for the Class A Common Stock. This Amendment No. 8 is being filed to update the beneficial ownership information reported herein to reflect the Reverse Stock Split.
Item 5. Interest in Securities of the Issuer
Item
5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Class A
Common Stock beneficially owned is based on 9,918,193 shares of Class A Common Stock outstanding following the Reverse Stock Split (as reported in the Issuer’s Definitive Information Statement, dated June 27, 2024, filed with the
Securities and Exchange Commission), and takes into account any shares of Class A Common Stock underlying FoA Units held by each of the Reporting Persons, as applicable.
The Reporting Persons own an aggregate of 6,955,056 FoA Units, 1,131,903 shares of Class A Common Stock and 879,190 Earnout Rights, which includes (i)
44,947 shares of Class A Common Stock held by Mr. Libman or by entities for which Mr. Libman is a trustee; (ii) 1,086,956 shares of Class A Common Stock, 6,955,056 FoA Units and 856,420 Earnout Rights held by LFH; and (iii)
22,770 Earnout Rights held by TMO. The Reporting Persons beneficially own 47.9% of the outstanding Class A Common Stock in the aggregate, as calculated pursuant to Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Not included in this Schedule 13D are 10,000 restricted stock units granted to
Mr. Libman which are scheduled to vest on the earlier of (i) May 13, 2025 or (ii) the next regularly scheduled annual stockholders’ meeting of the Issuer, and upon vesting, will be settled into one share of Class A
Common Stock or cash (or a combination thereof) at the discretion of the Issuer’s compensation committee.
The aggregate number and percentage of the
Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Pursuant to the limited liability company agreements of LFH and TMO, each of LFH and TMO is managed by a board of managers consisting of Brian Libman as the
sole manager.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of
Class A Common Stock.
4