Tillman's Corner Trust 4
4 · Falcon's Beyond Global, Inc. · Filed Feb 13, 2024
Insider Transaction Report
Form 4
Tillman's Corner Trust
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-11-06+37,022→ 2,026,444 total - Conversion
8% Series A Cumulative Convertible Preferred Stock
2023-11-06−40,725→ 0 totalExercise: $0.91→ Class A Common Stock (37,022 underlying)
Footnotes (3)
- [F1]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.
- [F2]Represents securities held by Tillman's Corner Trust, of which Christine E. Zellar-Church is the trustee.
- [F3]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.