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Home/Filings/4/0000950170-24-095711
4//SEC Filing

Hymowitz Gregg 4

Accession 0000950170-24-095711

CIK 0001843973other
View on SEC.govCompany Profile

Filed

Aug 11, 8:00 PM ET

Accepted

Aug 12, 9:56 PM ET

Size

20.3 KB

Accession

0000950170-24-095711

Insider Transaction Report

Form 4
Period: 2024-08-08
FLYEXCLUSIVE INC.FLYX
EnTrust Global Management GP LLC
10% Owner
Transactions
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+20,408→ 20,408 total(indirect: See Footnote)
    → Class A common stock, ("Common Stock") (4,081,600 underlying)
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+5,102→ 25,510 total(indirect: See Footnote)
    → Common Stock (1,020,400 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01→ Common Stock (1,000,000 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01From: 2024-08-08Exp: 2029-08-08→ Common Stock (4,000,000 underlying)
GH Onshore GP LLC
10% Owner
Transactions
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+20,408→ 20,408 total(indirect: See Footnote)
    → Class A common stock, ("Common Stock") (4,081,600 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01From: 2024-08-08Exp: 2029-08-08→ Common Stock (4,000,000 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01→ Common Stock (1,000,000 underlying)
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+5,102→ 25,510 total(indirect: See Footnote)
    → Common Stock (1,020,400 underlying)
EG Sponsor LLC
Director10% Owner
Transactions
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+20,408→ 20,408 total(indirect: See Footnote)
    → Class A common stock, ("Common Stock") (4,081,600 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01From: 2024-08-08Exp: 2029-08-08→ Common Stock (4,000,000 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01→ Common Stock (1,000,000 underlying)
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+5,102→ 25,510 total(indirect: See Footnote)
    → Common Stock (1,020,400 underlying)
Hymowitz Gregg
Director10% Owner
Transactions
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+20,408→ 20,408 total(indirect: See Footnote)
    → Class A common stock, ("Common Stock") (4,081,600 underlying)
  • Purchase

    Series B Convertible Preferred Stock

    2024-08-08+5,102→ 25,510 total(indirect: See Footnote)
    → Common Stock (1,020,400 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01From: 2024-08-08Exp: 2029-08-08→ Common Stock (4,000,000 underlying)
  • Purchase

    Warrant (Right to Buy)

    2024-08-08+1→ 1 total(indirect: See Footnote)
    Exercise: $0.01→ Common Stock (1,000,000 underlying)
Footnotes (8)
  • [F1]Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below).
  • [F2]The derivative securities were purchased pursuant to the Securities Purchase Agreement for $20,000,000.
  • [F3]The derivative securities were purchased pursuant to the Securities Purchase Agreement for $5,000,000.
  • [F4]On August 8, 2024, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) EnTrust purchased 20,408 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 4,000,000 shares of Common Stock and (ii) EG Sponsor irrevocably committed, at a date no later than August 15, 2024, to purchase 5,102 shares of Series B Preferred Stock, together with a warrant to purchase 1,000,000 shares of Common Stock.
  • [F5]Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
  • [F6]Held by EG Sponsor. EnTrust Global Management GP LLC is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by EG Sponsor and may be deemed to have shared beneficial ownership (along with GH Onshore GP LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the managing member of EnTrust Global Management GP LLC, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor. Each of EnTrust Global Management GP LLC, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
  • [F7](Continued from footnote 6) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, , directly or indirectly.
  • [F8]The warrant may be exercised in whole or in part during the exercise period with respect to a number of a shares of Common Stock. The warrant is exercisable as of the date of issuance up until the fifth anniversary of its issuance.

Documents

1 file

Issuer

FLYEXCLUSIVE INC.

CIK 0001843973

→
Entity typeother

Related Parties

1
  • filerCIK 0001591141

Filing Metadata

Form type
4
Filed
Aug 11, 8:00 PM ET
Accepted
Aug 12, 9:56 PM ET
Size
20.3 KB
View on SEC.gov