EG Sponsor LLC - May 25, 2021 Form 3 Insider Report for EG Acquisition Corp. (EGGF)

Role
10%+ Owner
Signature
EG Sponsor LLC, /s/ Gregg S. Hymowitz, Name: Gregg S. Hymowitz, Title: Authorized Signatory
Stock symbol
EGGF
Transactions as of
May 25, 2021
Transactions value $
$0
Form type
3
Date filed
5/25/2021, 09:47 PM
Next filing
Jun 2, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding EGGF Class B common stock May 25, 2021 Class A common stock 6.47M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-255046) under the heading "Description of Securities - Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 843,750 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.
F2 EnTrust Global Management GP LLC (the "Manager") is the manager of EG Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the sole and managing member of the Manager, and as a result, may be deemed to have shared beneficial ownership (along with the Manager, GH Onshore GP LLC and the Sponsor) of the common stock held by the Sponsor. Each of the Manager, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Gregg Hymowitz also serves as a director and Chief Executive Officer of the issuer. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor.
F3 (Continued from Footnote 2) An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer. See Exhibit 99.2 - Power of Attorney for EG Sponsor LLC See Exhibit 99.3 - Power of Attorney for EnTrust Global Management GP LLC See Exhibit 99.4 - Power of Attorney for GH Onshore GP LLC See Exhibit 99.5 Power of Attorney for Gregg Hymowitz.