Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 5:05AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
REPLAY SPONSOR, LLC |
2. Issuer Name and Ticker or Trading Symbol
Replay Acquisition Corp.
[
RPLA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
767 FIFTH AVENUE, 46TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2021 |
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(Street)
NEW YORK, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares, $0.0001 par value per share | 4/1/2021 | | C | | 775000 (1) | A | (1) | 7872500 (2) | D (3) | |
| Ordinary Shares, $0.0001 par value per share | 4/1/2021 | | J | | 7872500 (2) | D | (2) | 0 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant | $11.50 | 4/1/2021 | | J | | | 7750000 (1) | 5/1/2021 | 4/1/2026 | Ordinary Shares | 7750000 | (1) | 0 | D (3) | |
| Explanation of Responses: |
| (1) | 775,000 Ordinary Shares were acquired by Replay Sponsor, LLC (the "Sponsor") in exchange for the cancellation of the 7,750,000 private placement warrants purchased by the Sponsor in connection with Replay Acquisition Corp.'s (the "Issuer") initial public offering. |
| (2) | Represents Ordinary Shares of the Issuer that converted on a one-for-one basis into shares of Class A Common Stock of Finance of America Companies Inc. ("New Pubco") through a series of transactions in connection with the business combination (the "Business Combination") of the Issuer and Finance of America Equity Capital LLC ("FoA"), pursuant to that certain Transaction Agreement, as amended, dated as of October 12, 2020, by and among the Issuer, FoA, New Pubco and the other entities party thereto. |
| (3) | The securities are held directly by the Sponsor and indirectly by Edmond Safra and Gregorio Werthein as managers of the Sponsor. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
REPLAY SPONSOR, LLC
767 FIFTH AVENUE, 46TH FLOOR
NEW YORK, NY 10153 |
| X |
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Signatures
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| /s/ Alan I. Annex, Attorney-in-Fact | | 4/6/2021 |
| **Signature of Reporting Person | Date |
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