Form 4 for FBYD Falcon's Beyond Global, Inc.
Accepted 2023-12-04 00:00:00 ET · period of report 2023-11-06 · accession 0001213900-23-092677 · 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 | 2023-12-04 | 2023-11-06 | FBYD | FAST Sponsor II LLC | 10% | X - OptEx | — | +861.5K | 3.27M | +36% | — |
| D | 2023-12-04 | 2023-11-06 | FBYD | FAST Sponsor II LLC | 10% | X - OptEx | $0.00 | -2.88M | 0 | -100% | $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 A Common Stock | 2023-11-06 | X | A | 861,544 | — | 3,274,044 | D | — | — | (F1) On November 6, 2023 the reporting persons sent a notice of exercise to Continental Stock Transfer & Trust Company (the "Warrant Agent") exercising all of the Warrants of Falcon's Beyond Global, Inc. (the "Issuer") held by the reporting persons on a cashless basis pursuant to Section 3.3.1(c) of the Second Amended and Restated Warrant Agreement, dated as of November 3, 2023 (the "Warrant Agreement"), by and between the Issuer and the Warrant Agent, included as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 6, 2023. The reporting person did not receive confirmation from the Warrant Agent that the exercise was effective and the 861,544 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), were issued until December 4, 2023. (F2) Includes beneficial ownership of 1,162,500 shares of Class A Common Stock (the "Earnout Shares") held in escrow pending the achievement of certain earnout targets. FAST Sponsor II LLC ("Sponsor") holds voting rights with respect to the escrowed Earnout Shares but has entered into a stockholder agreement with the Issuer pursuant to which the 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 the Issuer's common stock as a whole are voted for or against, not voted, or abstained on any matter. (F3) Sponsor is the record holder of the securities reported herein. FAST Sponsor II Manager LLC ("Manager") 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 Manager and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the securities held by Sponsor, except to the extent of his pecuniary interest therein. |
| 2 | Derivative | Private Placement Warrants ("Warrants") | 2023-11-06 | X | D | 2,882,245 | $0.00 | 0 | D | — · 2023-11-06 to — | 861,544 Class A Common Stock | (F3) Sponsor is the record holder of the securities reported herein. FAST Sponsor II Manager LLC ("Manager") 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 Manager and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the securities held by Sponsor, except to the extent of his pecuniary interest therein. (F1) On November 6, 2023 the reporting persons sent a notice of exercise to Continental Stock Transfer & Trust Company (the "Warrant Agent") exercising all of the Warrants of Falcon's Beyond Global, Inc. (the "Issuer") held by the reporting persons on a cashless basis pursuant to Section 3.3.1(c) of the Second Amended and Restated Warrant Agreement, dated as of November 3, 2023 (the "Warrant Agreement"), by and between the Issuer and the Warrant Agent, included as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 6, 2023. The reporting person did not receive confirmation from the Warrant Agent that the exercise was effective and the 861,544 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), were issued until December 4, 2023. (F4) The expiration date for the Warrants reported herein is the earlier to occur of (x) 5:00 p.m., New York City time, on October 5, 2028 and (y) the Redemption Date (as defined in the Warrant Agreement). |