| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Falcon's Beyond Global, Inc. [ FBYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/06/2023 | C(1) | 37,022 | A | (1) | 2,026,444 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 8% Series A Cumulative Convertible Preferred Stock | $0.9091(1) | 11/06/2023 | C(1) | 40,725 | (3) | (3) | Class A Common Stock | 37,022 | $0 | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 3, 2023, the audit committee of the board of directors of Falcon's Beyond Global, Inc. (the "Issuer") determined that the volume weighted average closing price of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), exceeded $14.30 for 20 trading days during a period of 30 consecutive trading days. Accordingly, on November 6, 2023, pursuant to the terms of the Certificate of Designation of Series A Preferred Stock ("Certificate of Designation"), all 8% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") held by the Reporting Persons were automatically converted into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation. Cash was paid in lieu of fractional shares in accordance with the terms of the Series A Preferred Stock. |
| 2. Represents securities held by Tillman's Corner Trust, of which Christine E. Zellar-Church is the trustee. |
| 3. The Series A Preferred Stock was convertible at any time at the election of the holder into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like (the "Conversion Rate"), subject to an automatic conversion at the then applicable Conversion Rate, without any action on the part of the holder, in the event the volume weighted average closing price of Class A Common Stock exceeds $14.30 for at least 20 trading days during a period of 30 consecutive trading days. |
| Remarks: |
| Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Tillman's Corner Trust, By: /s/ Christine E. Zellar-Church, Name: Christine E. Zellar-Church, Title: Trustee | 02/13/2024 | |
| /s/ Christine E. Zellar-Church | 02/13/2024 | |
| ** 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 4 (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. | ||
