Forbion Growth Sponsor FEAC I B.V. - Oct 27, 2023 Form 4 Insider Report for Forbion European Acquisition Corp. (FRBN)

Signature
/s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director
Stock symbol
FRBN
Transactions as of
Oct 27, 2023
Transactions value $
$1,500,000
Form type
4
Date filed
10/31/2023, 06:59 PM
Previous filing
Mar 18, 2022
Next filing
Oct 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRBN Class A Ordinary Shares Conversion of derivative security +1.37M 1.37M Oct 27, 2023 See Footnotes F1, F2, F4, F5, F6, F7
holding FRBN Class A Ordinary Shares 2M Oct 27, 2023 See Footnotes F3, F4, F5, F6, F7

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
transaction FRBN Class B Ordinary Shares Conversion of derivative security -1.37M -100% 0 Oct 27, 2023 Class A Ordinary Shares 1.37M See Footnotes F1, F2, F4, F5, F6, F7, F8
transaction FRBN Warrant (Right to Buy) Award $1.5M +1M $1.50 732K Oct 27, 2023 Class A Ordinary Shares 1M $11.50 See Footnotes F2, F4, F5, F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the conversion of Class B Ordinary Shares into a Class A Ordinary Share in accordance with its terms.
F2 Reflects shares held by Forbion Growth Sponsor FEAC I B.V. (the "Sponsor"). The Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra (the "Sponsor Board"). All voting and dispositive decisions with respect to the shares held by the Sponsor are made by a majority vote of the Sponsor Board.
F3 Reflects shares held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").
F4 Forbion Cooperatief wholly owns the Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein.
F5 Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by the Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, the Sponsor, over the shares held by the Sponsor.
F6 Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of the Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the Class A Ordinary Shares or Class B Ordinary Shares reported herein, no member of the Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares.
F7 Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
F8 Reflects the cancellation, for no consideration, of 1,789,004 Class B Ordinary Shares and 5,463,381 warrants held by the Sponsor, in each case that is exempt pursuant to Rule 16b-6(d).
F9 Each warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the Issuer's initial business combination. The warrants expire five years following the Issuer's initial business combination. The warrants also expire if the Issuer fails to consummate the initial business combination within 24 months from the Issuer's initial public offering.