Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | FBYD | Class B Common Stock | Other | -4.09M | -13.41% | 26.4M | Sep 30, 2024 | Direct | F1, F4, F5, F6 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | FBYD | Common Units of Falcon's Beyond Global, LLC | Other | -4.09M | -13.41% | 26.4M | Sep 30, 2024 | Class A Common Stock | 4.09M | Direct | F1, F2, F3, F4, F5, F6 |
Id | Content |
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F1 | Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu. |
F2 | Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer"), have the right to cause Falcon's LLC to redeem such Common Units in whole or in part, for an equal number of shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), or cash (at the Issuer's option) and the corresponding shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock"), will be canceled, as described in the Issuer's Registration Statement on Form S-4 (File No. 333-269778) (the "Registration Statement"). |
F3 | The Common Units and Class B Common Stock do not expire. |
F4 | Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. |
F5 | (continued from footnote 4) Katmandu's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer. Following the waiver or expiration of any applicable lock-up period, Katmandu will have the right to redeem such Common Units, as described in footnote (2). |
F6 | On September 30, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout. |
This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.