0000899243-23-010456.txt : 20230404
0000899243-23-010456.hdr.sgml : 20230404
20230404173504
ACCESSION NUMBER: 0000899243-23-010456
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230331
FILED AS OF DATE: 20230404
DATE AS OF CHANGE: 20230404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A
CENTRAL INDEX KEY: 0001070844
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799752
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Inc.
CENTRAL INDEX KEY: 0001393818
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799754
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Inc
DATE OF NAME CHANGE: 20210806
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group Inc
DATE OF NAME CHANGE: 20190628
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group L.P.
DATE OF NAME CHANGE: 20070320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Group Management L.L.C.
CENTRAL INDEX KEY: 0001404071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799753
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III L.P.
CENTRAL INDEX KEY: 0001404073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799757
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P.
CENTRAL INDEX KEY: 0001478809
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799756
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C.
CENTRAL INDEX KEY: 0001478815
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40308
FILM NUMBER: 23799755
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Finance of America Companies Inc.
CENTRAL INDEX KEY: 0001828937
STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162]
IRS NUMBER: 853474065
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5830 GRANITE PARKWAY
STREET 2: SUITE 400
CITY: PLANO
STATE: TX
ZIP: 75024
BUSINESS PHONE: 877-202-2666
MAIL ADDRESS:
STREET 1: 5830 GRANITE PARKWAY
STREET 2: SUITE 400
CITY: PLANO
STATE: TX
ZIP: 75024
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-03-31
0
0001828937
Finance of America Companies Inc.
FOA
0001404073
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478809
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478815
Blackstone Holdings III GP Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001393818
Blackstone Inc.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404071
Blackstone Group Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001070844
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0
Class A Common Stock
2023-03-31
4
P
0
7717103
1.38
A
7717103
I
See Footnotes
Class A Common Stock
2023-03-31
4
P
0
3109235
1.38
A
24727216
I
See Footnotes
Class A Common Stock
2023-03-31
4
P
0
43228
1.38
A
43228
I
See Footnotes
Class A Common Stock
2023-04-03
4
C
0
777935
A
8495038
I
See Footnotes
Class A Common Stock
2023-04-03
4
J
0
777935
0.00
D
7717103
I
See Footnotes
Class A Common Stock
2023-04-03
4
C
0
4466
A
47694
I
See Footnotes
Class A Common Stock
2023-04-03
4
J
0
4466
0.00
D
43228
I
See Footnotes
Class A Common Stock
2023-04-03
4
J
0
340506
0.00
D
24386710
I
See Footnotes
LLC Units of Finance of America Equity Capital LLC
2023-04-03
4
C
0
777935
0.00
D
Class A Common Stock
777935
48611415
I
See Footnotes
LLC Units of Finance of America Equity Capital LLC
2023-04-03
4
C
0
4466
0.00
D
Class A Common Stock
4466
279055
I
See Footnotes
On March 31, 2023, BTO Urban Holdings L.L.C., BTO Urban Holdings II L.P., and Blackstone Family Tactical Opportunities Investment - NQ - ESC L.P. (the "Purchaser Entities") purchased the reported shares of Class A common stock ("Class A Common Stock"), pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 6, 2022, between the Issuer and the Purchaser Entities.
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 on a one-for-one basis. These exchange rights do not expire.
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 3, 2023, 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.
Reflects securities directly held by BTO Urban Holdings L.L.C.
Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P.
Reflects securities directly held by BTO Urban Holdings II L.P.
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 (8)),
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 LLC 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.
The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
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.
The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management 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.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
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.
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.
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2023-04-04
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2023-04-04
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2023-04-04
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2023-04-04
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2023-04-04
/s/ Stephen A. Schwarzman
2023-04-04