4//SEC Filing
Katmandu Ventures, LLC 4
Accession 0001193125-25-329248
CIK 0001937987other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 9:08 PM ET
Size
12.8 KB
Accession
0001193125-25-329248
Insider Transaction Report
Form 4
Katmandu Ventures, LLC
10% Owner
Transactions
- Other
Class A Common Stock
2025-12-18+350,000→ 2,445,087 total - Other
Class B Common Stock
2025-12-18−350,000→ 28,716,097 total - Conversion
Common Units of Falcon's Beyond Global, LLC
2025-12-18−350,000→ 28,716,097 total→ Class A Common Stock (350,000 underlying)
Footnotes (7)
- [F1]Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu.
- [F2]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").
- [F3]On December 18, 2025, Katmandu effected the redemption of 350,000 shares of its Common Units, resulting in the delivery of an equal number of shares of Class A Common Stock and the cancellation of the corresponding shares of Class B Common Stock.
- [F4]This amount reflects an adjustment to account for the Issuer's stock dividend effective as of December 17, 2024, which paid 0.2 shares of Class A Common Stock per share held and 0.2 shares of Class B Common Stock (and an equivalent number of Common Units) per share held, as applicable. The acquisition of such shares was exempt under Rule 16a-9 under the Exchange Act (as defined below). Shares held in escrow (as described below) were not entitled to receive this dividend.
- [F5]Represents (i) 15,716,097 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 4,875,000 Common Units and an equal number of shares of Class B Common Stock which were received on December 12, 2025 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 8,125,000 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.
- [F6](continued from footnote 4) 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 earnout 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. 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 (2).
- [F7]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
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 9:08 PM ET
- Size
- 12.8 KB