Focus Impact Sponsor, LLC - Oct 27, 2021 Form 3 Insider Report for Focus Impact Acquisition Corp. (FIAC)

Role: Director, 10%+ Owner
Signature: /s/ Carl Stanton, as Authorized Signatory
Stock symbol: FIAC
Transactions as of: Oct 27, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/27/2021, 08:07 PM
Next filing: Dec 22, 2023

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	FIAC	Class B common stock							Oct 27, 2021	Class A common stock	5.75M		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. 333-255448) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	The shares of Class B common stock beneficially owned by the reporting person include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities does not exercise in full their over-allotment option as described in the issuer's registration statement.
F3	The reporting person is controlled by a five-member board of managers composed of Carl Stanton, Ernest Lyles, Wes Moore, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. 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, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.