Eagle Equity Partners II Form 3 Flying Eagle Acquisition / Eli Baker ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Eagle Equity Partners II, LLC

(Last) (First) (Middle)

C/O FLYING EAGLE ACQUISITION CORP.

2121 AVENUE OF THE STARS, SUITE 2300

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2020

3. Issuer Name and Ticker or Trading Symbol
Flying Eagle Acquisition Corp. [ FEAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	14,335,000	(1)	D(2)

1. Name and Address of Reporting Person^*

Eagle Equity Partners II, LLC

(Last) (First) (Middle)

C/O FLYING EAGLE ACQUISITION CORP.

2121 AVENUE OF THE STARS, SUITE 2300

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Eli

(Last) (First) (Middle)

C/O FLYING EAGLE ACQUISITION CORP.

2121 AVENUE OF THE STARS, SUITE 2300

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLOAN HARRY

(Last) (First) (Middle)

C/O FLYING EAGLE ACQUISITION CORP.

2121 AVENUE OF THE STARS, SUITE 2300

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236367) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 1,875,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. Eagle Equity Partners II, LLC is the record holder of the shares reported herein. Messrs. Sloan and Baker are among the managing members of Eagle Equity Partners II, LLC and share voting and investment discretion with respect to the common stock held of record by Eagle Equity Partners II, LLC. Each of the Messrs. Sloan and Baker disclaims any beneficial ownership of the securities held by Eagle Equity Partners II, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

	/s/ Daniel Nussen, Attorney-in-Fact for Eagle Equity Partners II, LLC	03/05/2020
	/s/ Daniel Nussen, Attorney-in-Fact for Eli Baker	03/05/2020
	/s/ Daniel Nussen, Attorney-in-Fact for Harry E. Sloan	03/05/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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