DIAC Sponsor LLC - 15 Sep 2022 Form 4 Insider Report for FOXO TECHNOLOGIES INC. (FOXO)

Role
10%+ Owner
Signature
/s/ Andrew Poole the Managing Member of DIAC Sponsor LLC
Issuer symbol
FOXO
Transactions as of
15 Sep 2022
Net transactions value
-$3,636,875
Form type
4
Filing time
22 Sep 2022, 15:13:22 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOXO Class A Common Stock Options Exercise -632,500 -100% 0 15 Sep 2022 see footnote F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FOXO Class B Common Stock Other -600,000 -100% 0 15 Sep 2022 Class A Common Stock 600,000 see footnote F1, F2, F3
transaction FOXO Class B Common Stock Other -4,431,250 -100% 0 15 Sep 2022 Class A Common Stock 4,431,250 see footnote F1, F3
transaction FOXO Warrants Other $3,636,875 -316,250 -100% $11.50* 0 15 Sep 2022 Class A Common Stock 316,250 $11.50 see footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DIAC Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the distribution for no consideration by DIAC Sponsor LLC (the "Sponsor") of (i) 4,431,250 shares of Class A common stock of Delwinds, (ii) 632,500 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.
F2 Represents the forfeiture, for no consideration, by the Sponsor 600,000 shares of Class B common stock of Delwinds.
F3 As a managing member of the Sponsor, Mr. Andrew Poole may be deemed to share beneficial ownership of shares of Delwinds common stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.