3//SEC Filing
Katmandu Ventures, LLC 3
Accession 0000950170-24-014660
CIK 0001937987other
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 5:21 PM ET
Size
10.7 KB
Accession
0000950170-24-014660
Insider Transaction Report
Form 3
Katmandu Ventures, LLC
10% Owner
Holdings
- 13,636
Class A Common Stock
Common Units of Falcon's Beyond Global, LLC
→ Class A Common Stock (33,393,415 underlying)- 33,393,415
Class B Common Stock
Markey Jill K.
10% Owner
Holdings
Common Units of Falcon's Beyond Global, LLC
→ Class A Common Stock (33,393,415 underlying)- 33,393,415
Class B Common Stock
- 13,636
Class A Common Stock
Footnotes (6)
- [F1]Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu.
- [F2]Represents securities held by Jill K. Markey.
- [F3]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").
- [F4]Includes 12,245,469 Common Units and an equal number of shares of Class B Common Stock subject to the lock-up described in footnote (5) below and 21,147,946 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 Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Katmandu'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 Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer.
- [F5]Following the waiver or expiration of any applicable lock-up period, Katmandu will have the right to redeem such Common Units, as described in footnote (3). The lock-up period referred to above exists until the earlier of (i) 180 days after October 6, 2023 and (ii) the date on which the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-consecutive trading day period commencing at least 150 days after October 6, 2023.
- [F6]The Common Units and Class B Common Stock do not expire.
Documents
Issuer
Falcon's Beyond Global, Inc.
CIK 0001937987
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001995584
Filing Metadata
- Form type
- 3
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 5:21 PM ET
- Size
- 10.7 KB