CilMar Ventures, LLC Series A - May 10, 2024 Form 4 Insider Report for Falcon's Beyond Global, Inc. (FBYD)

Role
10%+ Owner
Signature
CILMAR VENTURES, LLC SERIES A By: Kaiao Kollective, LLC, its Manager By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager
Stock symbol
FBYD
Transactions as of
May 10, 2024
Transactions value $
$0
Form type
4
Date filed
5/14/2024, 09:46 PM
Previous filing
Feb 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FBYD Class B Common Stock Other $0 -2.92M -8.74% $0.00 30.5M May 10, 2024 Direct F1, F2, F3, F4, F6

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 FBYD Common Units of Falcon's Beyond Global, LLC Other $0 -2.92M -8.74% $0.00 30.5M May 10, 2024 Class A Common Stock 2.92M Direct F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
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 Includes (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer.
F4 Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).
F5 The Common Units and Class B Common Stock do not expire.
F6 Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.