SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Tiger Infrastructure Partners LP (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/09/2021	3. Issuer Name and Ticker or Trading Symbol Sunlight Financial Holdings Inc. [ SUNL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock(1)	8,437,552	I	Tiger Infrastructure Partners Co-Invest B LP(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Units(2)	(2)	(2)	Class A Common Stock	21,179,370	(2)	I	Tiger Infrastructure Partners Sunlight Feeder LP(2)(3)

1. Name and Address of Reporting Person* Tiger Infrastructure Partners LP (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tiger Infrastructure Partners Sunlight Feeder LP (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tiger Infrastructure Partners AIV I LP (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tiger Infrastructure Partners Co-Invest B LP (Last) (First) (Middle) 717 FIFTH AVE. FLOOR 12A (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Tiger Infrastructure Partners Co-Invest B LP ("Co-Invest B") received these shares of Class A Common Stock pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 21, 2021, by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain related parties. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, on July 9, 2021, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. (the "Company"). Co-Invest B received Class A Common Stock in Spartan in exchange for its interests in Sunlight.

2. Tiger Infrastructure Partners Sunlight Feeder LP ("Fund I Sunlight Holdco") received these Private Units pursuant to the Business Combination Agreement. 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. 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.

3. Tiger Infrastructure Partners LP (the "US Advisor") is the investment manager of Tiger Infrastructure Partners AIV I LP ("Fund I AIV") and Co-Invest B. Fund I Sunlight Holdco is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner Emil Henry III LLC ("EH III"); EH III is managed by its sole managing member, Henry Tiger Holdings LLC ("HTH"); HTH is managed by its sole managing member, Emil Henry LLC ("EH LLC"). Emil W. Henry, Jr. is the sole managing member of EH LLC and is also a member of the Board of Directors of the Company. Mr. Henry disclaims beneficial ownership of all securities beneficially owned by the Reporting Persons except to the extent of his pecuniary interest therein.

Remarks:

The Reporting Persons are jointly filing this Form 3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, 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 any or all of the reported securities for purposes of Section 16 or for any other purpose. Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

	/s/ Emil W. Henry, Jr., Managing Member	07/13/2021
	/s/ Emil W. Henry, Jr., Managing Member	07/13/2021
	/s/ Emil W. Henry, Jr., Managing Member	07/13/2021
	/s/ Emil W. Henry, Jr., Managing Member	07/13/2021
	** Signature of Reporting Person	Date
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