Mercury Sponsor Group I LLC - Oct 2, 2023 Form 4 Insider Report for SEP Acquisition Corp. (SEPA)

Role: 10%+ Owner
Signature: /s/ R. Andrew White, Authorized Person
Stock symbol: SEPA
Transactions as of: Oct 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/3/2023, 04:25 PM
Previous filing: Aug 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEPA	Class A common stock	Conversion of derivative security		+2.42M			2.42M	Oct 2, 2023	See Footnote	F1, F2

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	SEPA	Class B common stock	Conversion of derivative security	$0	-2.42M	-69.7%	$0.00	1.05M	Oct 2, 2023	Class A common stock	2.42M		See Footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Class B common stock were converted into shares of Class A common stock on a one-for-one basis pursuant to the Issuer's Amended and Restated Certificate of Incorporation (as amended), in effect on the date of conversion.
F2	Represents shares held by Mercury Sponsor Group I LLC. Each of M. Blair Garrou and R. Andrew White are the managers of Mercury Sponsor Group I LLC. Affiliates of M. Blair Garrou and R. Andrew White each own 50% of the economic interest of Mercury Sponsor Group I LLC. As such, each of M. Blair Garrou and R. Andrew White may be deemed to have beneficial ownership of the Class A common stock and Class B common stock held directly by Mercury Sponsor Group I LLC. Each of M. Blair Garrou and R. Andrew White disclaim beneficial ownership over any securities owned by Mercury Sponsor Group I LLC in which he does not have any pecuniary interest.
F3	On October 3, 2023, the Issuer amended its Amended and Restated Certificate of Incorporation (as amended) to adjust the conversion ratio so that shares of Class B common stock are convertible into shares of Class A common stock on a 1:0.277 basis. Shares of Class B common stock are convertible into shares of Class A common stock (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Issuer's initial business combination. The Class B common stock has no expiration date.