Katmandu Ventures, LLC - 03 Feb 2024 Form 3 Insider Report for Falcon's Beyond Global, Inc. (FBYD)

Role
10%+ Owner
Signature
Katmandu Ventures, LLC, By: /s/ Jill K. Markey, Name: Jill K. Markey, Title: Manager
Issuer symbol
FBYD
Transactions as of
03 Feb 2024
Net transactions value
$0
Form type
3
Filing time
13 Feb 2024, 17:21:04 UTC
Next filing
14 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FBYD Class B Common Stock 33,393,415 03 Feb 2024 Direct F1, F3, F4, F5
holding FBYD Class A Common Stock 13,636 03 Feb 2024 Direct 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
holding FBYD Common Units of Falcon's Beyond Global, LLC 03 Feb 2024 Class A Common Stock 33,393,415 Direct F1, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu.
F2 Represents securities held by Jill K. Markey.
F3 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").
F4 Includes 12,245,469 Common Units and an equal number of shares of Class B Common Stock subject to the lock-up described in footnote (5) below and 21,147,946 Common Units and an equal number of shares of Class B Common Stock that are subject to earnout and are being held in an escrow account for the benefit of Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Katmandu's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer.
F5 Following the waiver or expiration of any applicable lock-up period, Katmandu will have the right to redeem such Common Units, as described in footnote (3). The lock-up period referred to above exists until the earlier of (i) 180 days after October 6, 2023 and (ii) the date on which the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-consecutive trading day period commencing at least 150 days after October 6, 2023.
F6 The Common Units and Class B Common Stock do not expire.

Remarks:

This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act. 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 Exchange Act, 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.