Pyrophyte Acquisition LLC - Apr 28, 2023 Form 4 Insider Report for Pyrophyte Acquisition Corp. (PHYT)

Role: 10%+ Owner
Signature: By: /s/ Elliott Smith, Attorney-in-Fact
Stock symbol: PHYT
Transactions as of: Apr 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/2/2023, 06:03 PM
Previous filing: Oct 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PHYT	Class A Ordinary Shares	Conversion of derivative security		+5.03M			5.03M	Apr 28, 2023	Direct	F1, F3

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	PHYT	Class B Ordinary Shares	Conversion of derivative security	$0	-5.03M	-100%	$0.00^*	0	Apr 28, 2023	Class A Ordinary Shares	5.03M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In accordance with the amended and restated memorandum and articles of association of Pyrophyte Acquisition Corp. ("PHYT"), the Pyrophyte Acquisition LLC (the "Sponsor") elected to convert its Class B ordinary shares of PHYT, par value $0.0001 per share (the "Class B Ordinary Shares") into Class A ordinary shares of PHYT, par value $0.0001 per share (the "Class A Ordinary Shares") on a one-for-one basis for no consideration.
F2	The Class B Ordinary Shares were (i) convertible into Class A Ordinary Shares at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into Class A Ordinary Shares at the time of the closing of PHYT's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.
F3	The Sponsor is governed by a board of managers consisting of three managers, Sten L. Gustafson, Bernard Duroc-Danner and Thomas W. Major. Any action by the Sponsor with respect to the PHYT's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of PHYT's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor.