CFAC Holdings VIII, LLC. - Nov 29, 2023 Form 4 Insider Report for XBP Europe Holdings, Inc. (XBP)

Role
10%+ Owner
Signature
/s/ Howard Lutnick
Stock symbol
XBP
Transactions as of
Nov 29, 2023
Transactions value $
-$5,759,200
Form type
4
Date filed
12/1/2023, 07:39 PM
Previous filing
Mar 29, 2022
Next filing
Dec 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction XBP Common stock Other $0 +495K +8.93% $0.00 6.03M Nov 29, 2023 Direct F1, F2, F8
transaction XBP Common stock Award +1.25M +20.72% 7.28M Nov 29, 2023 Direct F1, F3, F8
transaction XBP Common stock Award $10.2M +1.02M +14.01% $10.00 8.3M Nov 29, 2023 Direct F1, F4, F8
transaction XBP Common stock Disposed to Issuer -$16M -1.6M -19.27% $9.99 6.7M Nov 29, 2023 Direct F5, F8

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 XBP Class B common stock Disposed to Issuer $0 -733K -53.81% $0.00 630K Nov 29, 2023 Common Stock 733K Direct F6, F7, F8
transaction XBP Class B common stock Disposed to Issuer $0 -495K -78.56% $0.00 135K Nov 29, 2023 Common Stock 495K Direct F2, F6, F8
transaction XBP Warrants Other $20K +250K +185.19% $0.08 385K Nov 29, 2023 Common Stock 250K $11.50 Direct F3, F8

Explanation of Responses:

Id Content
F1 On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock.
F2 As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", upon consummation of Business Combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.
F3 Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000.
F4 In connection with the closing of the Business Combination, these shares were issued to the Sponsor in consideration for the repayment of certain amounts owed by the issuer to the Sponsor, at a price of $10.00 per share.
F5 Upon closing of the Business Combination, the Sponsor distributed these shares to Cantor Fitzgerald, L.P. ("Cantor"), its sole member, and Cantor further distributed these shares to certain of its partners who are not affiliates of the issuer. Such partners of Cantor acquired these shares for an average price of $9.99 per share.
F6 As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
F7 In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock.
F8 The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.