Falcon's Beyond Global Inc.
10/01/2024 | Press release | Distributed by Public on 10/01/2024 19:43
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CilMar Ventures, LLC Series A 6996 PIAZZA GRANDE AVENUE, SUITE 301 ORLANDO,, FL32835 |
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X |
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Kaiao Kollective LLC 6996 PIAZZA GRANDE AVENUE, SUITE 301 ORLANDO,, FL32835 |
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X |
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Magpuri Cecil D. 6996 PIAZZA GRANDE AVENUE, SUITE 301 ORLANDO,, FL32835 |
X | X | Chief Executive Officer | |
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Magpuri Marty 6996 PIAZZA GRANDE AVENUE, SUITE 301 ORLANDO,, FL32835 |
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X |
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Signatures
| CILMAR VENTURES, LLC SERIES A By: Kaiao Kollective, LLC, its Manager By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager | 2024-10-01 |
| **Signature of Reporting Person | Date |
| KAIAO KOLLECTIVE, LLC By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager | 2024-10-01 |
| **Signature of Reporting Person | Date |
| By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri | 2024-10-01 |
| **Signature of Reporting Person | Date |
| By: /s/ Marty M. Magpuri Name: Marty M. Magpuri | 2024-10-01 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| (2) | Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer"), have the right to cause Falcon's LLC to redeem such Common Units in whole or in part, for an equal number of shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), or cash (at the Issuer's option) and the corresponding shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("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"). |
| (3) | The Common Units and Class B Common Stock do not expire. |
| (4) | Represents (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 which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. |
| (5) | (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2). |
| (6) | On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout. |