InsiderTrades

Form 4 for FBYD Falcon's Beyond Global, Inc.

Accepted 2023-10-06 00:00:00 ET · period of report 2023-10-04 · accession 0001213900-23-081180 · 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
D 2023-10-06 2023-10-06 FBYD Schreiber Garrett 10% D - Sale to Iss — -4.31M 2.41M -64% —
DM 2023-10-06 2023-10-05 FBYD Schreiber Garrett 10% J - Other — +1.16M 6.72M +21% —
D 2023-10-06 2023-10-04 FBYD Schreiber Garrett 10% C - Cnv Deriv — +5.56M 5.56M New —
D 2023-10-06 2023-10-04 FBYD Schreiber Garrett 10% C - Cnv Deriv — -5.56M 0 -100% —
DM 2023-10-06 2023-10-04+ FBYD Schreiber Garrett 10% J - Other — -1.42M 5.03M -22% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock, par value $0.0001 per share 2023-10-06 D D 4,308,422 — 2,412,500 D — — (F4) On October 6, 2023, in connection with the Business Combination, Sponsor delivered to Pubco for cancellation and for no consideration 4,308,422 shares of Pubco Class A Common Stock pursuant to that certain Amended and Restated Sponsor Support Agreement, dated as of January 31, 2023, by and among Sponsor, FAST II, Pubco and FAST II. Following the disposition, 1,162,500 of the shares of Pubco Class A Common Stock remained held in escrow pending the achievement of certain earnout targets and subject to the voting restrictions described in Note 3. (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein.
2 Common Class A Common Stock, par value $0.0001 per share 2023-10-05 J D 5,558,422 — 0 D — — (F3) On October 5, 2023, in connection with the Business Combination, the 5,558,422 shares of FAST II Class A Common Stock that Sponsor received upon the conversion of its FAST II Class B Common Stock were automatically cancelled in exchange for the right to receive (A) 5,558,422 newly issued shares of Class A common stock of Pubco ("Pubco Class A Common Stock") and (B) beneficial ownership of 1,162,500 shares of Pubco Class A Common Stock (the "Earnout Shares"), to be held in escrow pending the achievement of certain earnout targets. Sponsor holds voting rights with respect to the escrowed Earnout Shares but has entered into a stockholder agreement with Pubco pursuant to which Sponsor agreed to vote or cause to be voted all such Earnout Shares held for the Sponsor's benefit in escrow for or against, to be not voted, or to abstain, in the same proportion as the shares held by the holders of Pubco's common stock as a whole are voted for or against, not voted, or abstained on any matter. (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein.
3 Common Class A Common Stock, par value $0.0001 per share 2023-10-04 C A 5,558,422 — 5,558,422 D — — (F1) On October 4, 2023, in connection with the consummation of the business combination (the "Business Combination") among FAST Acquisition Corp. II ("FAST II"), Falcon's Beyond Global, Inc. ("Pubco"), Falcon's Beyond Global LLC ("Falcon's") and Palm Merger Sub LLC ("Merger Sub"), pursuant to that certain Amended and Restated Business Combination Agreement, dated January 31, 2023, as amended, by and among FAST II, Pubco, Falcon's and Merger Sub, each share of Class B Common Stock of FAST II ("FAST II Class B Common Stock") held by Sponsor automatically converted into one share of Class A Common Stock of FAST II ("FAST II Class A Common Stock"). (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein.
4 Common Class A Common Stock, par value $0.0001 per share 2023-10-05 J A 6,720,922 — 6,720,922 D — — (F3) On October 5, 2023, in connection with the Business Combination, the 5,558,422 shares of FAST II Class A Common Stock that Sponsor received upon the conversion of its FAST II Class B Common Stock were automatically cancelled in exchange for the right to receive (A) 5,558,422 newly issued shares of Class A common stock of Pubco ("Pubco Class A Common Stock") and (B) beneficial ownership of 1,162,500 shares of Pubco Class A Common Stock (the "Earnout Shares"), to be held in escrow pending the achievement of certain earnout targets. Sponsor holds voting rights with respect to the escrowed Earnout Shares but has entered into a stockholder agreement with Pubco pursuant to which Sponsor agreed to vote or cause to be voted all such Earnout Shares held for the Sponsor's benefit in escrow for or against, to be not voted, or to abstain, in the same proportion as the shares held by the holders of Pubco's common stock as a whole are voted for or against, not voted, or abstained on any matter. (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein.
5 Derivative Class B Common Stock, par value $0.0001 per share 2023-10-04 C D 5,558,422 — 0 D — · — to — 5,558,422 Class A Common Stock (F1) On October 4, 2023, in connection with the consummation of the business combination (the "Business Combination") among FAST Acquisition Corp. II ("FAST II"), Falcon's Beyond Global, Inc. ("Pubco"), Falcon's Beyond Global LLC ("Falcon's") and Palm Merger Sub LLC ("Merger Sub"), pursuant to that certain Amended and Restated Business Combination Agreement, dated January 31, 2023, as amended, by and among FAST II, Pubco, Falcon's and Merger Sub, each share of Class B Common Stock of FAST II ("FAST II Class B Common Stock") held by Sponsor automatically converted into one share of Class A Common Stock of FAST II ("FAST II Class A Common Stock"). (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. (F13) The shares of FAST II Class B Common Stock were convertible for shares of FAST II Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253661) and had no expiration date.
6 Derivative Private Placement Warrants 2023-10-06 J D 2,148,913 — 2,882,245 D — · — to — 2,224,124 Class A Common Stock and Series A Preferred Stock (F11) On October 6, 2023, in connection with the Business Combination, Sponsor delivered to Pubco for cancellation and for no consideration 2,148,913 Pubco Private Placement Warrants pursuant to that certain Amended and Restated Sponsor Support Agreement, dated as of January 31, 2023, by and among Sponsor, FAST II, Pubco and the Company. (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. (F8) The Pubco Private Placement Warrants will be exercisable at an exercise price of $11.50, subject to adjustment, commencing 30 days following the closing of the Business Combination for (i) 0.580454 shares of Pubco Class A Common Stock and (ii) one half of one share of Series A Preferred Stock of Pubco (the "Pubco Series A Preferred Stock"). The Pubco Private Placement Warrants will be exercisable on a cashless basis.
7 Derivative Private Placement Warrants 2023-10-05 J D 5,031,158 — 0 D — · — to — 5,031,158 Class A Common Stock (F7) On October 5, 2023, in connection with the Business Combination, each FAST II Private Placement Warrant was assumed by Pubco and automatically converted into one private placement warrant of Pubco (the "Pubco Private Placement Warrants"). (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. (F5) Each private placement warrant of FAST II ("FAST II Private Placement Warrants") entitles the holder thereof to purchase one share of FAST II Class A Common Stock, subject to adjustment, at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of FAST II's initial business combination and will expire five years following the FAST II's initial business combination.
8 Derivative Private Placement Warrants 2023-10-05 J A 5,031,158 — 5,031,158 D — · — to — 5,207,246 Class A Common Stock and Series A Preferred Stock (F7) On October 5, 2023, in connection with the Business Combination, each FAST II Private Placement Warrant was assumed by Pubco and automatically converted into one private placement warrant of Pubco (the "Pubco Private Placement Warrants"). (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. (F8) The Pubco Private Placement Warrants will be exercisable at an exercise price of $11.50, subject to adjustment, commencing 30 days following the closing of the Business Combination for (i) 0.580454 shares of Pubco Class A Common Stock and (ii) one half of one share of Series A Preferred Stock of Pubco (the "Pubco Series A Preferred Stock"). The Pubco Private Placement Warrants will be exercisable on a cashless basis.
9 Derivative Private Placement Warrants 2023-10-04 J A 733,333 — 5,031,158 D — · — to — 733,333 Class A Common Stock (F6) On October 4, 2023, Sponsor elected to convert $1.1 million outstanding principal balance of working capital loans to FAST II into FAST II Private Placement Warrants at a price of $1.50 per warrant pursuant to the terms of that certain Amended and Restated Promissory Note, dated as of July 20, 2022 from FAST II to Sponsor. (F2) FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. (F5) Each private placement warrant of FAST II ("FAST II Private Placement Warrants") entitles the holder thereof to purchase one share of FAST II Class A Common Stock, subject to adjustment, at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of FAST II's initial business combination and will expire five years following the FAST II's initial business combination.