M. Blair Garrou - 02 Oct 2023 Form 4 Insider Report for SEP Acquisition Corp.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
03 Oct 2023, 16:26:35 UTC
Prior SEC filing
23 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ M. Blair Garrou

Key filing fact

M. Blair Garrou filed Form 4 for SEP Acquisition Corp. on 03 Oct 2023.

Key facts

  • This page summarizes M. Blair Garrou's Form 4 filing for SEP Acquisition Corp..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 03 Oct 2023, 16:26.

Change

  • Previous filing in this sequence was filed on 23 Feb 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SEPA transaction

Class A common stock

Conversion of derivative security

Transaction value
Shares
+2,415,375
Change %
Price
Shares after
2,415,375
Date
02 Oct 2023
Ownership
See Footnote
Footnotes
F1, F2
SEPA holding

Class A common stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
795,000
Date
02 Oct 2023
Ownership
See Footnote
Footnotes
F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SEPA transaction Derivative

Class B common stock

Conversion of derivative security

Transaction value
$0
Shares
-2,415,375
Change %
-70%
Price
$0.000000
Shares after
1,050,000
Date
02 Oct 2023
Ownership
See Footnote
Underlying class
Class A common stock
Underlying amount
2,415,375
Exercise price
Footnotes
F1, F2, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

Represents shares held by Mercury Sponsor Group I LLC. M. Blair Garrou is a manager of Mercury Sponsor Group I LLC. Affiliates of M. Blair Garrou own 50% of the economic interest of Mercury Sponsor Group I LLC. As such, M. Blair Garrou 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. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Sponsor Group I LLC in which he does not have any pecuniary interest.

Footnote F3

Represents shares of Class A common stock held by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou is the sole manager of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock held directly by each of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC in which he does not have any pecuniary interest.

Footnote F4

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.

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