FORM 4 [ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Potere Matthew 2. Issuer Name and Ticker or Trading Symbol Sunlight Financial Holdings Inc. [ SUNL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O SUNLIGHT FINANCIAL HOLDINGS INC., 101 N. TRYON STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)
7/9/2021
(Street)
CHARLOTTE, NC 28246
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock  7/9/2021    A(1)    510000  A $0.00 (1) 510000  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Private Units (2)(3)  (2)(3) 7/9/2021    A     2983960       (2)(3)  (2)(3) Class A Common Stock  2983960   (2)(3) 2983960  D   
Private Units (2)(3)  (2)(3) 7/9/2021    A     526581       (2)(3)  (2)(3) Class A Common Stock  526581   (2)(3) 3510541  I  By grantor retained annuity trust (4)

Explanation of Responses:
(1)  The reporting person received Restricted Stock Units ("RSUs"), which are settled in shares of Class A Common Stock, under the 2021 Equity Incentive Plan of Sunlight Financial Holdings Inc. (the "Company"). The RSUs will vest over a 3-year period with one-third of the RSUs vesting on the second anniversary of the grant date and two-thirds of the RSUs vesting on the third anniversary date of the grant date.
(2)  The reporting person received these Private Units pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of January 23, 2021 by and among Spartan Acquisition Corp. II ("Spartan"), Sunlight Financial LLC ("Sunlight"), and certain of their respective affiliates and subsidiaries. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Sunlight became a majority-owned subsidiary of Spartan and Spartan was renamed Sunlight Financial Holdings Inc. The reporting person received these Private Units in exchange interests owned by the reporting person in Sunlight. 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.
(3)  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. Of the Private Units received, 2,635,274 Private Units owned directly by the reporting person and 465,048 Private Units owned by the grantor retained annuity trust are vested. The remainder will vest over a 22 month-period on a pro-rated monthly basis.
(4)  The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Potere Matthew
C/O SUNLIGHT FINANCIAL HOLDINGS INC.
101 N. TRYON STREET, SUITE 1000
CHARLOTTE, NC 28246
X
Chief Executive Officer

Signatures
/s/ Lindsay Schall, attorney-in-fact 7/12/2021
**Signature of Reporting Person Date
Spartan Acquisition Corp... (NYSE:SPRQ)
Historical Stock Chart
From Sep 2021 to Oct 2021 Click Here for more Spartan Acquisition Corp... Charts.
Spartan Acquisition Corp... (NYSE:SPRQ)
Historical Stock Chart
From Oct 2020 to Oct 2021 Click Here for more Spartan Acquisition Corp... Charts.