M3-Brigade Sponsor III LP 4
4 · M3-Brigade Acquisition III Corp. · Filed Sep 22, 2023
Insider Transaction Report
Form 4
M3-Brigade Sponsor III LP
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-09-20−7,100,000→ 0 total→ Class A Common Stock (7,100,000 underlying) - Other
Class B Common Stock
2023-09-20−400,000→ 7,100,000 total→ Class A Common Stock (400,000 underlying)
Footnotes (2)
- [F1]As described in the Issuer's registration statement on Form S-1 (File No. 333-256017) under the heading "Description of Securities - Founder Shares," shares of Class B common stock were subject to certain adjustments described therein and had no expiration date. On September 20, 2023, the Issuer consummated its initial business combination ("Business Combination") with Greenfire Resources Inc., an Alberta corporation ("Greenfire"), pursuant to that certain Business Combination Agreement, dated December 14, 2022, as amended, by and among the Issuer, Greenfire, Greenfire Resources Ltd., an Alberta corporation ("New Greenfire"), and certain other parties ("BCA"). In connection with such consummation, each share of Class B Common Stock converted into one share of common stock of New Greenfire and an amount of cash equal to a prorated portion of the SPAC Working Capital (as defined in the BCA) plus the Extension Amounts (as defined in the BCA) at the Effective Time (as defined in the BCA).
- [F2]On September 20, 2023, M3-Brigade Sponsor III LP, a Delaware limited partnership ("Sponsor"), transferred 400,000 shares of Class B Common Stock to HT Investments, LLC, a Delaware limited liability company ("HT Investments"), pursuant to that certain FPA Termination Agreement, dated December 14, 2022, by and among the Issuer, M3-Brigade III FPA LP, a Delaware limited partnership, HT Investments, Brigade Capital GP, LLC, a Delaware limited liability company, and the Sponsor.