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
                                                                                  
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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
                      

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)

9/10/2021
(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 9/10/2021  P(1)  85000 A$5.41 (1)595000 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Units (2) (2)           (2) (2)Class A Common Stock 2983960  3510541 D  
Private Units (2) (2)           (2) (2)Class A Common Stock 526581  3510541 I By grantor retained annuity trust(s) (3)
Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.31 to $5.78, inclusive. The reporting person undertakes to provide to Sunlight Financial Holdings Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.
(2) Each Private Unit consists of a Class EX Unit issued by Sunlight Financial LLC ("SFLLC"), 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 SFLLC'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 SFLLC. 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) The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
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-fact9/13/2021
**Signature of Reporting PersonDate
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