Mohsin Y. Meghji - Sep 20, 2023 Form 4 Insider Report for M3-Brigade Acquisition III Corp. (MBSC)

Signature
/s/ Mohsin Y. Meghji
Stock symbol
MBSC
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
4
Date filed
9/22/2023, 09:10 AM
Previous filing
Jul 6, 2023
Next filing
Jan 24, 2024

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 See footnote F1, F2, F3
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 See footnote F1, 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. 333-256017) 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 as of 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.
F3 The reported shares of the Issuer were directly held by the Sponsor. The general partner of the Sponsor is M3-Brigade Acquisition Partners III Corp. Mohsin Y. Meghji is the sole director of M3-Brigade Acquisition Partners III Corp. Mr. Meghji may be deemed to have had beneficial ownership of the common stock held directly by the Sponsor.