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 * HENRY EMIL W JR 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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
717 FIFTH AVE. FLOOR 12A
3. Date of Earliest Transaction (MM/DD/YYYY)
7/9/2021
(Street)
NEW YORK, NY 10022
(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    J(1)    8437552  A  (1) 8437552  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 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) 7/9/2021    A     21179370       (2)  (2) Class A Common Stock  21179370  $0.00 (2) 21179370  I  Tiger Infrastructure Partners Sunlight Feeder LP (2)(3)

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.

Remarks:
Emil W. Henry, Jr. may be deemed to beneficially own the Class A Common Stock and Private Units (together, the "Shares") listed in this report as beneficially owned by funds and entities advised by the US Advisor. Mr. Henry disclaims beneficial ownership of all reported Shares except to the extent of his pecuniary interest therein and the inclusion of the Shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HENRY EMIL W JR
717 FIFTH AVE. FLOOR 12A
NEW YORK, NY 10022
X X


Signatures
/s/ Emil W. Henry, Jr. 7/13/2021
**Signature of Reporting Person Date
Spartan Acquisition Corp... (NYSE:SPRQ)
Historical Stock Chart
From Aug 2021 to Sep 2021 Click Here for more Spartan Acquisition Corp... Charts.
Spartan Acquisition Corp... (NYSE:SPRQ)
Historical Stock Chart
From Sep 2020 to Sep 2021 Click Here for more Spartan Acquisition Corp... Charts.