TY 2021 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021

Name of foundation
Jay and Sarah Flatley Foundation

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

81-3855993

B Telephone number (see instructions)

(800) 839-1754

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$31,506,508J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	2,646,710
2	Check .............
3	Interest on savings and temporary cash investments	724		724
4	Dividends and interest from securities...	448,538		448,538
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		744,251
b	Gross sales price for all assets on line 6a 3,071,213
7	Capital gain net income (from Part IV, line 2)...			1,437,274
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	3,840,223		1,886,536
13	Compensation of officers, directors, trustees, etc.	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		103,992	103,992
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		13,173	3,103
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		62,978	888	62,090
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	180,143		107,983	62,090
25	Contributions, gifts, grants paid.......	787,000			787,000
26	Total expenses and disbursements. Add lines 24 and 25	967,143		107,983	849,090
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	2,873,080
b	Net investment income (if negative, enter -0-)			1,778,553
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2021)

Form 990-PF (2021)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	405,469	334,275	334,275
	3	Accounts receivable 2,152
		Less: allowance for doubtful accounts		2,152	2,152
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	1,767,765	1,596,846	1,624,802
	b	Investments—corporate stock (attach schedule).......	15,198,224	17,920,538	23,805,275
	c	Investments—corporate bonds (attach schedule).......	2,109,781	1,704,502	1,724,586
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	1,831,901	2,608,690	4,015,418
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	21,313,140	24,167,003	31,506,508
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )	42,436	23,219
	23	Total liabilities (add lines 17 through 22).........	42,436	23,219
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds	21,270,704	24,143,784
	29	Total net assets or fund balances (see instructions).....	21,270,704	24,143,784
	30	Total liabilities and net assets/fund balances (see instructions).	21,313,140	24,167,003

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

21,270,704

Enter amount from Part I, line 27a .....................

2,873,080

Other increases not included in line 2 (itemize) bullet

Add lines 1, 2, and 3 ..........................

24,143,784

Decreases not included in line 2 (itemize) bullet

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

24,143,784

Form 990-PF (2021)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	3,071,213	1,633,939	1,437,274
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			1,437,274
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	1,437,274
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Form 990-PF (2021)

Page 4

Part V

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	24,722
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	24,722
6	Credits/Payments:

a	2021 estimated tax payments and 2020 overpayment credited to 2021	6a	6,434
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	18,800
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	25,234
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	512
11	Enter the amount of line 10 to be: Credited to 2022 estimated tax512	Refunded	11

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2021)

Page 5

Part VI-A

Statements Regarding Activities (continued)

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

The books are in care of bullet

Foundation Source Telephone no. bullet

(800) 839-1754

Located at bullet

501 Silverside Road Suite 123WilmingtonDE ZIP+4 bullet

198091377

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ........ bullet

16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country bullet

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)? ......................

1a(5)

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.) ...............

1a(6)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

Organizations relying on a current notice regarding disaster assistance check here........ bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2021? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2021, did the foundation have any undistributed income (lines 6d

and 6e, Part XII) for tax year(s) beginning before 2021?....................

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2021.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..

Form 990-PF (2021)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check here ......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Jay Flatley	Dir, Co- Pres, Sec, Treas 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Co- Pres, Sec, Treas 1.0	0	0	0
Sarah Flatley	Co- Pres, Dir 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Co- Pres, Dir 1.0	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances










Total number of other employees paid over $50,000...................

Form 990-PF (2021)

Page 7

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
Goldman Sachs & co llc	Investment mgmt	103,992
2121 avenue of the stars ste 2600 LOS ANGELES,CA900675050	Investment mgmt	103,992
Foundation Source	Administrative	62,065
55 Walls Drive 3rd Fl Fairfield,CT06824	Administrative	62,065

Total number of others receiving over $50,000 for professional services............. bullet

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Form 990-PF (2021)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

23,515,530

Average of monthly cash balances.......................

425,127

Fair market value of all other assets (see instructions)................

4,015,418

Total (add lines 1a, b, and c).........................

27,956,075

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

27,956,075

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

419,341

Net value of noncharitable-use assets. Subtract line 4 from line 3. .......

27,536,734

Minimum investment return. Enter 5% (0.05) of line 5................

1,376,837

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

1,376,837

Tax on investment income for 2021 from Part V, line 5.......

24,722

Income tax for 2021. (This does not include the tax from Part V.) ...

Add lines 2a and 2b............................

24,722

Distributable amount before adjustments. Subtract line 2c from line 1............

1,352,115

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

1,352,115

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

1,352,115

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.

Form 990-PF (2021)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2020	(d) 2021
1 Distributable amount for 2021 from Part X, line 7				1,352,115
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only.......			836,934
b Total for prior years:2019, 2018, 2017
3 Excess distributions carryover, if any, to 2021:
a From 2016......
b From 2017......
c From 2018......
d From 2019......
e From 2020......
f Total of lines 3a through e ........
4Qualifying distributions for 2021 from Part
XI, line 4: $ 849,090
a Applied to 2020, but not more than line 2a			836,934
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2021 distributable amount.....				12,156
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2021.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2021. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2022 ..........				1,339,959
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2016 not applied on line 5 or line 7 (see instructions) ...
9 Excess distributions carryover to 2022. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2017....
b Excess from 2018....
c Excess from 2019....
d Excess from 2020....
e Excess from 2021....	0

Form 990-PF (2021)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2021, enter the date of the ruling ....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2021	(b) 2020	(c) 2019	(d) 2018	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XIV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

Jay Flatley

Sarah Flatley

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2021)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
CATHOLIC SECONDARY EDUCATION- DIOCESE OF SAN DIEGO PO BOX 85728 SAN DIEGO,CA92186	N/A	PC	For the Pre-Engineering building and complex	75,000
CENTER FOR AMERICAN GREATNESS INC 3104 E CAMELBACK RD 907 PHOENIX,AZ85016	N/A	PC	General & Unrestricted	20,000
CLAREMONT MCKENNA COLLEGE 400 N CLAREMONT BLVD CLAREMONT,CA91711	N/A	PC	General & Unrestricted	250,000
SALK INSTITUTE FOR BIOLOGICAL STUDIES 10010 N TORREY PINES RD LA JOLLA,CA92037	N/A	PC	Funds to be applied to the chairman circle and symphony	60,000
SCRIPPS HEALTH PO BOX 2669 LA JOLLA,CA92038	N/A	PC	General & Unrestricted	37,000
STANFORD UNIVERSITY PO BOX 20466 STANFORD,CA94309	N/A	PC	Buck/Cardinal Club	25,000
TEXAS CHRISTIAN UNIVERSITY TCU BOX 298200 FORT WORTH,TX76129	N/A	PC	The College of Science and Engineering	100,000
U C SAN DIEGO FOUNDATION 9500 GILMAN DR MC 0940 LA JOLLA,CA92093	N/A	PC	Alzheimer's Disease Research	20,000
U C SAN DIEGO FOUNDATION 9500 GILMAN DR MAIL CODE 0853 LA JOLLA,CA92093	N/A	PC	Moore's Cancer Center	100,000
UNIVERSITY OF SOUTHERN CALIFORNIA - SCHOOL OF LETT 1150 SOUTH OLIVE ST 25TH FL LOS ANGELES,CA90015	N/A	PC	General & Unrestricted	100,000
Total ................................. 3a				787,000

bApproved for future payment

Total ................................. 3b

Form 990-PF (2021)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........			14	724
4 Dividends and interest from securities ....
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	744,251
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..				1,193,513

13Total. Add line 12, columns (b), (d), and (e)..................

1,193,513

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2021)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2021)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2021

Name of the organization

Jay and Sarah Flatley Foundation

Employer identification number

81-3855993

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (2021)

Schedule B (Form 990) (2021) Page 2

Name of organization Jay and Sarah Flatley Foundation

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Flatley Family Trust 6725 Calle Ponte Bella Rancho Santa Fe, CA920910214	$ 2,646,710	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (2021)

Schedule B (Form 990) (2021)

Page 3

Name of organization Jay and Sarah Flatley Foundation		Employer identification number 81-3855993

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
1	APPLE INC AAPL, 15033 sh.	$ 2,646,710	2021-12-23
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (2021)

Schedule B (Form 990) (2021)

Page 4


Name of organization Jay and Sarah Flatley Foundation			Employer identification number 81-3855993
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (2021)

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2021 DepreciationSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2021 InvestmentsCorpBondsSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Name of Bond	End of Year Book Value	End of Year Fair Market Value
3M CO MTN - 2.250% - 03/15/202	49,967	50,823
AIR LEASE CORP NOTE CALL - 3.2	35,609	36,330
AMPHENOL CORP NEW NOTE CALL -	49,493	51,987
ASIAN DEVELOPMENT BANK - 1.750	29,872	30,276
AT&T INC NOTE - 0.650% - 03/25	15,000	15,004
BANK AMER CORP - 3.093% - 10/0	64,000	66,605
BANK NOVA SCOTIA - 0.550% - 09	74,946	74,573
BANK OF MONTREAL - 2.350% - 09	74,897	75,959
BAT CAPITAL CORP NOTE - 3.215%	49,000	51,020
BB&T CORP - 3.050% - 06/20/202	59,998	60,589
BROADCOM CORP/BROADCOM CAYMAN	36,662	36,887
BUNGE LTD FIN CORP NOTE CALL M	49,998	49,825
CATERPILLER FINL SERVICE - 1.9	34,951	35,365
CHEVRON - 1.018% - 08/12/2027	28,000	26,982
CITIGROUP BOND - 4.450% - 09/2	16,672	16,735
CITIGROUP INC NOTE - 3.668% -	37,774	37,774
CONSTELLATION BRANDS, INC - 4.	22,950	23,010
CVS HEALTH CORP - 1.300% - 08/	45,871	44,625
DOMINION ENERGY INC SER B NOTE	40,194	40,150
EUROPEAN INVT BK BOND - 2.625%	29,846	31,184
GENERAL MOTORS CO - 5.000% - 1	36,707	36,722
GLAXOSMITHKLINE - 2.850% - 05/	49,966	50,426
JOHN DEERE CAPITAL - 2.150% -	59,878	60,686
JPMORGAN CHASE & CO - 2.005% -	69,999	70,854
KIMCO REALTY CORP NOTE CALL MA	57,741	57,446
KLA-TENCOR SR GLBL NT - 4.650%	47,494	48,796
MPLX LP - 4.000% - 02/15/2025	52,523	53,339
NISOURCE - 0.950% - 08/15/2025	59,851	58,429
ORACLE CORP NOTE - 3.250% - 11	26,487	26,324
PAYPAL HLDGS INC - 2.400% - 10	50,195	51,759
PAYPAL HOLDINGS INC - 2.200% -	9,987	10,141
PUBLIC STORAGE - 2.370% - 09/1	50,000	50,595
TOYOTA MOTOR CREDIT CORP - 2.1	49,899	50,560
TRANSCANADA PIPELINE - 4.250%	34,705	34,595
VERIZON COMMUNICATIONS INC - 2	66,103	67,708
VISA INC - 2.150% - 09/15/2022	14,955	15,159
WELLS FARGO - 3.550% - 09/29/2	65,142	69,295
ZOETIS INC - 3.250% - 02/01/20	57,170	56,049

- TIN:

TY 2021 InvestmentsCorpStockSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ADYEN N.V.	15,884	40,585
AERCAP HOLDING N.V	14,009	21,392
AIA GROUP LTD ADR	25,868	31,893
ALCON INC	13,139	18,121
ALEXANDRIA REAL ESTATE EQUITIE	4,878	6,689
ALFA LAVAL AB	11,799	18,431
ALLIANZ SE	34,991	34,990
ALPHABET INC CL A	64,409	139,058
ALPHABET INC CL C	73,470	176,509
AMAZON COM	80,351	110,033
AMBEV SA	13,710	10,340
AMERICAN HOMES 4 RENT	8,457	9,594
ANALOG DEVICES INC	34,545	55,016
ANTHEM INC	35,183	57,015
AON PLC CL A	46,911	72,736
APPLE HOSPITALITY REIT INC	3,132	4,344
APPLE INC	4,366,316	5,293,006
ATLAS COPCO AB A SHS ADR	20,587	46,160
AUTOZONE INC	42,258	85,952
AVALONBAY CMNTYS INC	11,364	17,681
BANCO BILBAO ARG SA	18,331	15,227
BECTON DICKINSON & CO	50,254	51,302
BHP BILLITON LIMITED	36,420	27,339
BLACKROCK STRAT INC OPP PORTFO	816,647	835,552
BRANDYWINE RLTY TR	2,189	2,214
BRIXMOR PPTY GROUP INC COM	3,499	6,734
CAMDEN PPTY TR	6,771	13,044
CANADIAN NATL RAILWAY CO	8,189	12,040
CAPITAL ONE FINANCIAL CORP	12,045	25,536
CARRIER GLOBAL	26,092	58,200
CHAMPLAIN SMALL COMPANY FUND I	468,855	569,565
CHECK POINT SOFTWARE TECHNOLOG	25,039	25,760
CHUGAI PHARMACEUTICAL CO., LTD	9,505	14,528
CITIGROUP INC	77,257	77,541
CME GROUP, INC	36,987	47,063
COLGATE-PALMOLIVE COMPANY	27,545	33,795
COMCAST CORP	55,352	69,606
CSPC PHARMACEUTICALS GROUP	16,543	14,667
CUBESMART	3,180	6,317
DASSAULT SYS SA SPN ADR	19,449	37,061
DB X TRACKERS MSCI EAFE HEDGED	782,671	983,949
DBS GROUP HLDGS SPON ADR	23,177	34,563
DFA INTERNATIONAL REAL ESTATE	333,266	317,673
DFA U.S. SMALL CAP PORTFOLIO	460,733	604,943
DIAGEO PLC ADS	10,621	14,529
DIGITAL RLTY TR INC	8,062	10,966
DISH NETWORK CORPORATION	30,429	28,742
DUKE REALTY CORPORATION	6,862	13,194
ECOLAB INC	21,083	27,916
ENN ENERGY HOLDINGS LIMITED	10,127	11,928
EPIROC AB	9,813	22,530
EQUINIX, INC	20,850	29,604
EQUITY RESIDENTIAL PPTYS TR	8,383	12,670
FACTSET RESH SYST INC	24,115	43,255
FANUC LIMITED UNSPONSORED	9,076	9,112
FOMENTO ECONOMICO MEXICANO	17,820	16,475
FUCHS PETROLUB SE	5,297	4,623
GENERAL ELECTRIC CO	48,366	65,940
GENERAL MOTORS	21,075	34,474
GOLDMAN SACHS HIGH YIELD FUND	768,703	766,069
GOLDMAN SACHS TACTICAL TILT OV	1,470,143	1,537,991
GRACO INC	29,369	48,694
HAIER SMART HOME ADR	12,773	14,930
HDFC BANK LTD ADR	10,127	12,298
HILTON WORLDWIDE HOLDINGS, INC	29,670	57,092
ICICI BK LTD ADS	8,665	18,108
INFINEON TECH ADS	12,999	39,560
INVITATION HOMES INC.	7,079	17,003
ISHARES S&P 500 INDEX FD	2,936,155	5,177,725
ITAU UNIBANCO HOLDING S.A	19,212	10,879
JBG SMITH PROPERTIES	6,005	5,541
JOHCM EMERGING MARKETS OPPORTU	262,655	292,642
JOHCM INTERNATIONAL SELECT FUN	793,231	1,015,813
JOHNSON & JOHNSON	56,804	69,283
KOMATSU LTD	10,996	12,924
KUBOTA CORPORATION	11,972	16,535
L'AIR LIQUIDE ADR OTC	7,004	10,531
L'OREAL ADR	24,488	45,134
LIBERTY BROADBAND CORPORATION	53,735	84,416
LIFE STORAGE, INC	7,419	9,957
LINDE PLC COM	39,396	72,057
LONZA GROUP AG UNSP/ADR	9,836	28,474
LOWES COMPANIES INC	29,482	70,048
LYONDELLBASELL INDUSTRIES NV	9,786	13,927
MARRIOTT INTERNATIONAL INC. CL	45,259	75,184
MASTERCARD INC	56,977	81,566
MEDICAL PROPERTIES TRUST, INC	5,109	5,860
META PLATFORMS INC	77,029	116,713
METTLER-TOLEDO INTL	28,034	62,797
MICROSOFT CORP	164,248	345,064
MID-AMERICA APT COMMUNITIES IN	11,588	14,225
MIDDLEBY CORPORATION	31,653	52,732
MOODYS CORP	61,756	121,470
MORGAN STANLEY	43,406	84,025
MSCI INC	27,529	72,910
NASPERS LTD N SPONS ADR	7,797	6,541
NESTLE S.A	18,449	28,214
NETFLIX INC	54,265	80,125
NIKE INC-CL B	31,160	60,001
NOTORI HOLDINGS	13,676	12,750
NOVOZYMES A/S UNSP/ADR	7,902	13,050
OIL CO LUKOIL PJSC SPON ADR RE	18,491	20,295
ORACLE CORP	31,986	52,588
OTIS WORLDWIDE CORP	30,711	42,795
PEAR TREE FOREIGN VALUE FD INS	417,210	546,942
PEPSICO INC	48,860	68,442
PIMCO INCOME FUND	830,579	831,720
PING AN INSURANCE GROUP ADR	14,139	9,378
PROLOGIS	22,301	43,437
PROSUS NV ADR	16,450	15,647
PT TELEKOM. IND. TBK ADR	11,444	14,901
REGENCY CENTERS CORP	4,922	8,062
REXFORD INDUSTRIAL REALTY INC	11,747	19,223
RIO TINTO PLC SPONSORED ADR	18,894	22,960
ROCHE HOLDING LTD ADR	21,391	33,392
ROYAL DUTCH SHEL PLC SPONS ADR	18,511	15,823
RYMAN HOSPITALITY PROPERTIES	7,688	8,001
SAFRAN SA - UNSPON ADR	25,273	23,554
SAP AKTIENGESELL ADS	24,487	29,283
SCHNEIDER ELEC UNSP/ADR	15,920	33,603
SGS SA UNSP ADR	7,769	10,349
SHERWIN-WILLIAMS CO	40,918	90,857
SHIONOGI & CO LTD	14,660	17,864
SIMON PPTY GROUP INC	8,391	13,261
SITE CENTERS CORP	3,835	5,271
SONOVA HOLDING AG AD	6,917	14,448
SUN COMMUNITIES INC	8,175	8,189
SYMRISE AG UNSPONSORED	10,952	20,092
SYSMEX CORP UNSP ASDR	11,407	22,500
TAIWAN SEMICONDUCTOR MFG CO LT	14,636	42,109
TENCENT HOLDINGS LIMITED	30,074	33,756
TERRENO RLTY CORPCOM	10,896	13,220
TJX COMPANIES INC	34,402	49,424
UDR INC	12,538	18,657
UNICHARM CORP - SPN ADR	16,847	22,417
UNILEVER PLC AMER	15,352	14,954
UNITEDHEALTH GROUP INC	88,790	171,732
URBAN EDGE PROPERTIES	3,224	4,180
US BANCORP	32,141	36,061
VENTAS INC	13,529	12,780
VICI PROPERTIES INC	5,353	5,631
VISA INC	17,259	18,854
WALT DISNEY HOLDINGS CO	23,324	28,035
WELLS FARGO & CO	32,849	61,462
WELLTOWER INC.	20,062	24,101
WILLIS TOWERS WATSON PUBLIC LT	22,777	23,749
WOODWARD INC	8,070	10,180
XP INC CL A	2,757	1,925
YANDEX N V	4,853	8,591

- TIN:

TY 2021 InvestmentsGovtObligationsSch

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

US Government Securities - End of Year Book Value:

1,596,846

US Government Securities - End of Year Fair Market Value:

1,624,802

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2021 InvestmentsOtherSchedule2

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category/ Item	Book Value	End of Year Fair Market Value
MILLENNIUM LTD	1,000,000	1,359,657
MONARCH V SELECT OPPORTUNITIES	195,650	258,568
TPG TECH ADJACENCIES ACCESS OF	665,775	1,206,661
VINTAGE VIII OFFSHORE SCSP	390,973	787,301
WEST STREET STRATGC SOLUTIONS	356,292	403,231

- TIN:

TY 2021 OtherExpensesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	62,065		62,065
Bank Charges	888	888
State or Local Filing Fees	25		25

- TIN:

TY 2021 OtherLiabilitiesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description	Beginning of Year - Book Value	End of Year - Book Value
OUTSTANDING OPTIONS	42,436	23,219

- TIN:

TY 2021 OtherProfessionalFeesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	103,992	103,992

- TIN:

TY 2021 TaxesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2021	5,900
990-PF Extension for 2020	4,170
Foreign Tax Paid	3,103	3,103