Tillman's Corner Trust - Nov 6, 2023 Form 4 Insider Report for Falcon's Beyond Global, Inc. (FBYD)

Role
10%+ Owner
Signature
Tillman's Corner Trust, By: /s/ Christine E. Zellar-Church, Name: Christine E. Zellar-Church, Title: Trustee
Stock symbol
FBYD
Transactions as of
Nov 6, 2023
Transactions value $
$0
Form type
4
Date filed
2/13/2024, 05:19 PM
Previous filing
Feb 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FBYD Class A Common Stock Conversion of derivative security +37K +1.86% 2.03M Nov 6, 2023 Direct F1, F2

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 FBYD 8% Series A Cumulative Convertible Preferred Stock Conversion of derivative security $0 -40.7K -100% $0.00* 0 Nov 6, 2023 Class A Common Stock 37K $0.91 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 3, 2023, the audit committee of the board of directors of Falcon's Beyond Global, Inc. (the "Issuer") determined that the volume weighted average closing price of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), exceeded $14.30 for 20 trading days during a period of 30 consecutive trading days. Accordingly, on November 6, 2023, pursuant to the terms of the Certificate of Designation of Series A Preferred Stock ("Certificate of Designation"), all 8% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") held by the Reporting Persons were automatically converted into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation. Cash was paid in lieu of fractional shares in accordance with the terms of the Series A Preferred Stock.
F2 Represents securities held by Tillman's Corner Trust, of which Christine E. Zellar-Church is the trustee.
F3 The Series A Preferred Stock was convertible at any time at the election of the holder into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like (the "Conversion Rate"), subject to an automatic conversion at the then applicable Conversion Rate, without any action on the part of the holder, in the event the volume weighted average closing price of Class A Common Stock exceeds $14.30 for at least 20 trading days during a period of 30 consecutive trading days.

Remarks:

Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.