M3-Brigade Sponsor III LP - Sep 20, 2023 Form 4 Insider Report for M3-Brigade Acquisition III Corp. (MBSC)

Role: 10%+ Owner
Signature: /s/ Mohsin Y. Meghji, as Authorized Signatory
Stock symbol: MBSC
Transactions as of: Sep 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/22/2023, 09:06 AM
Previous filing: Oct 27, 2021

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	MBSC	Class B Common Stock	Other	$0	-400K	-5.33%	$0.00	7.1M	Sep 20, 2023	Class A Common Stock	400K		Direct	F1, F2
transaction	MBSC	Class B Common Stock	Conversion of derivative security	$0	-7.1M	-100%	$0.00^*	0	Sep 20, 2023	Class A Common Stock	7.1M		Direct	F1

* 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. 333-256017) under the heading "Description of Securities - Founder Shares," shares of Class B common stock were subject to certain adjustments described therein and had no expiration date. On September 20, 2023, the Issuer consummated its initial business combination ("Business Combination") with Greenfire Resources Inc., an Alberta corporation ("Greenfire"), pursuant to that certain Business Combination Agreement, dated December 14, 2022, as amended, by and among the Issuer, Greenfire, Greenfire Resources Ltd., an Alberta corporation ("New Greenfire"), and certain other parties ("BCA"). In connection with such consummation, each share of Class B Common Stock converted into one share of common stock of New Greenfire and an amount of cash equal to a prorated portion of the SPAC Working Capital (as defined in the BCA) plus the Extension Amounts (as defined in the BCA) at the Effective Time (as defined in the BCA).
F2	On September 20, 2023, M3-Brigade Sponsor III LP, a Delaware limited partnership ("Sponsor"), transferred 400,000 shares of Class B Common Stock to HT Investments, LLC, a Delaware limited liability company ("HT Investments"), pursuant to that certain FPA Termination Agreement, dated December 14, 2022, by and among the Issuer, M3-Brigade III FPA LP, a Delaware limited partnership, HT Investments, Brigade Capital GP, LLC, a Delaware limited liability company, and the Sponsor.

Content

As described in the Issuer's registration statement on Form S-1 (File No. 333-256017) under the heading "Description of Securities - Founder Shares," shares of Class B common stock were subject to certain adjustments described therein and had no expiration date. On September 20, 2023, the Issuer consummated its initial business combination ("Business Combination") with Greenfire Resources Inc., an Alberta corporation ("Greenfire"), pursuant to that certain Business Combination Agreement, dated December 14, 2022, as amended, by and among the Issuer, Greenfire, Greenfire Resources Ltd., an Alberta corporation ("New Greenfire"), and certain other parties ("BCA"). In connection with such consummation, each share of Class B Common Stock converted into one share of common stock of New Greenfire and an amount of cash equal to a prorated portion of the SPAC Working Capital (as defined in the BCA) plus the Extension Amounts (as defined in the BCA) at the Effective Time (as defined in the BCA).

On September 20, 2023, M3-Brigade Sponsor III LP, a Delaware limited partnership ("Sponsor"), transferred 400,000 shares of Class B Common Stock to HT Investments, LLC, a Delaware limited liability company ("HT Investments"), pursuant to that certain FPA Termination Agreement, dated December 14, 2022, by and among the Issuer, M3-Brigade III FPA LP, a Delaware limited partnership, HT Investments, Brigade Capital GP, LLC, a Delaware limited liability company, and the Sponsor.