4//SEC Filing
CilMar Ventures, LLC Series A 4
Accession 0001213900-24-043124
CIK 0001937987other
Filed
May 13, 8:00 PM ET
Accepted
May 14, 9:46 PM ET
Size
15.6 KB
Accession
0001213900-24-043124
Insider Transaction Report
Form 4
CilMar Ventures, LLC Series A
10% Owner
Transactions
- Other
Class B Common Stock
2024-05-10−2,918,750→ 30,474,665 total - Other
Common Units of Falcon's Beyond Global, LLC
2024-05-10−2,918,750→ 30,474,665 total→ Class A Common Stock (2,918,750 underlying)
Magpuri Marty
10% Owner
Transactions
- Other
Class B Common Stock
2024-05-10−2,918,750→ 30,474,665 total - Other
Common Units of Falcon's Beyond Global, LLC
2024-05-10−2,918,750→ 30,474,665 total→ Class A Common Stock (2,918,750 underlying)
Magpuri Cecil D.
DirectorChief Executive Officer
Transactions
- Other
Class B Common Stock
2024-05-10−2,918,750→ 30,474,665 total - Other
Common Units of Falcon's Beyond Global, LLC
2024-05-10−2,918,750→ 30,474,665 total→ Class A Common Stock (2,918,750 underlying)
Kaiao Kollective LLC
10% Owner
Transactions
- Other
Class B Common Stock
2024-05-10−2,918,750→ 30,474,665 total - Other
Common Units of Falcon's Beyond Global, LLC
2024-05-10−2,918,750→ 30,474,665 total→ Class A Common Stock (2,918,750 underlying)
Footnotes (6)
- [F1]Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
- [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]Includes (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar'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 CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer.
- [F4]Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).
- [F5]The Common Units and Class B Common Stock do not expire.
- [F6]Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.
Documents
Issuer
Falcon's Beyond Global, Inc.
CIK 0001937987
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001995723
Filing Metadata
- Form type
- 4
- Filed
- May 13, 8:00 PM ET
- Accepted
- May 14, 9:46 PM ET
- Size
- 15.6 KB