Form 4 for FBYD Falcon's Beyond Global, Inc.
Accepted 2024-05-14 00:00:00 ET · period of report 2024-05-10 · accession 0000950170-24-059911 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024-05-14 | 2024-05-10 | FBYD | Markey Jill K. | 10% | J - Other | $0.00 | -2.92M | 30.47M | -9% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2024-05-10 | J | D | 2,918,750 | $0.00 | 30,474,665 | D | — | — | (F3) Holders of Common Units have the right to cause Falcon's Beyond Global, LLC to redeem such Common Units in whole or in part, for an equal number of shares of Class A common stock ("Class A Common Stock"), or cash (at the Issuer's option) and the corresponding shares of Class B Common Stock will be canceled, as described in the Issuer's Registration Statement on Form S-4 (File No. 333-269778) (the "Registration Statement"). (F1) Reflects the forfeiture on May 10, 2024 due to failure to meet earnuot targets of 2,918,750 earnout common units ("Common Units") of Falcon's Beyond Global, LLC, a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer") and the corresponding shares of the Issuer's non-economic voting Class B common stock ("Class B Common Stock") previously issued in connection with the Business Combination by and among the Issuer, Falcon's Beyond Global LLC and the other parties thereto. On May 10, 2024, the Reporting Persons were also notified that 1,142,946 Earnout Securities (as defined below) were earned in connection with the satisfaction of certain earnout targets, which securities are subject to an additional 1-year lock-up period following their release from escrow. (F5) (continued from footnote (4) Katmandu's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer. (F4) Includes (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock subject to an additional 1-year lock-up from the date such securities are earned, released and delivered from escrow to Katmandu pursuant to an agreement between Katmandu and the Issuer, and (iii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock ("Earnout Securities") that are subject to earnout and are being held in an escrow account for the benefit of Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. (F2) Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu. |