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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/06/2023 |
3. Issuer Name and Ticker or Trading Symbol
Falcon's Beyond Global, Inc. [ FBYD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Class B Common Stock | 12,245,469(1) | I | By CilMar Ventures, LLC Series A(4)(5) |
Class B Common Stock | 21,147,946(1) | I | By CilMar Ventures, LLC Series A(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Common Units of Falcon's Beyond Global, LLC | (1) | (2) | Class A Common Stock | 12,245,469(1) | 0.00(1) | I | By CilMar Ventures, LLC Series A(4)(5) |
Common Units of Falcon's Beyond Global, LLC | (1)(3) | (2) | Class A Common Stock | 21,147,946(1) | 0.00(1) | I | By CilMar Ventures, LLC Series A(4)(5) |
Explanation of Responses: |
1. The Reporting Person owns common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer"), and an equal number of shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock"). Following the waiver or expiration of a lock-up period, the Reporting Person will have the right to cause Falcon's LLC to redeem its Common Units in whole or in part, for an equal number of shares of the Issuer's Class A common stock or cash (at the Issuer's option) and the corresponding shares of 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"). |
2. The Common Units and Class B Common Stock do not expire. |
3. Reflects Common Units and an equal number of shares of Class B Common Stock that are subject to earnout and are being held in an escrow account for the benefit of the Reporting Person. Such units and shares will be released to the Reporting Person, if at all, upon the satisfaction of certain milestones described in the Registration Statement. The Reporting Person's right to receive such units and shares upon satisfaction of the earnout conditions became fixed and irrevocable on October 6, 2023. Additionally, once such Common Units and shares of Class B Common Stock are earned, released and delivered from escrow to the Reporting Person, such units and shares shall be subject to an additional 1-year lock-up pursuant to an agreement between the Reporting Person and the Issuer. |
4. The Cecil De Los Reyes Magpuri Declaration of Trust u/a/d November 1, 2002 ("CM Revocable Trust") and the Cecil De Los Reyes Magpuri Irrevocable Gift Trust Agreement u/a/d April 18, 2022 ("CM Irrevocable Trust") own a combined 50% interest in CilMar Ventures, LLC Series A. The Marty Mathers Magpuri Declaration of Trust u/a/d November 1, 2002 ("MM Revocable Trust") and the Marty Mathers Magpuri Irrevocable Gift Trust Agreement u/a/d April 18, 2022 ("MM Irrevocable Trust") own a combined 50% interest in CilMar Ventures, LLC Series A. Marty Mathers Magpuri, the Reporting Person's wife, is the trustee of the CM Revocable Trust and the Reporting Person is the trustee of the MM Revocable Trust. Christopher Tipay Magpuri is the trustee of the CM Irrevocable Trust and the MM Irrevocable Trust. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar Ventures, LLC Series A. |
5. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
/s/ Melissa Curvino, by power of attorney | 10/06/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |