PROOF Acquisition Sponsor I, LLC - Dec 1, 2023 Form 4 Insider Report for Volato Group, Inc. (SOAR)

Role
10%+ Owner
Signature
/s/ Michael W. Zarlenga
Stock symbol
SOAR
Transactions as of
Dec 1, 2023
Transactions value $
$0
Form type
4
Date filed
12/11/2023, 08:48 PM
Previous filing
Nov 30, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOAR Class A Common Stock Conversion of derivative security +5.51M 5.51M Dec 1, 2023 Direct 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 SOAR Class B Common Stock Conversion of derivative security -5.51M -79.65% 1.41M Dec 1, 2023 Class A Common stock 5.51M Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 1, 2023, PROOF Acquisition Corp I ("PACI"), Volato Group, Inc. ("Volato") and PACI Merger Sub, Inc. ("Merger Sub") entered into that certain Business Combination Agreement (the "Business Combination Agreement") pursuant to which Merger Sub merged with and into Volato effective December 1, 2023 (the "Business Combination"), with Volato continuing as the surviving corporation in the Business Combination and a wholly owned subsidiary of PACI upon the closing of the transactions contemplated therein. On December 1, 2023, the Business Combination closed. As a result of the Business Combination, each outstanding share of Volato capital stock was converted into the right to receive approximately 1.01508 shares of Class A Common Stock. Additionally, the outstanding shares of PACI Class B common stock automatically converted to shares of Class A Common Stock.
F2 The Reporting Person is the sponsor (the "Sponsor") of PACI. The Sponsor is controlled by its manager, PROOF Sponsor Management LLC (the "Manager"). The managing members of the Manager are John C. Backus, Jr., Steven P. Mullins and Michael W. Zarlenga. No person individually has the power to vote or control the interests of the Sponsor. Each individual disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. Accordingly, none of the managing members is deemed to have or share beneficial ownership of the founder shares held by the Sponsor.
F3 Consists of warrants to purchase shares of Class A common stock at a price of $11.50 per share.