4//SEC Filing
Garrou Marshall Blair 4
Accession 0001753926-23-001297
CIK 0001849902other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 4:26 PM ET
Size
9.9 KB
Accession
0001753926-23-001297
Insider Transaction Report
Form 4
Garrou Marshall Blair
Director10% Owner
Transactions
- Conversion
Class A common stock
2023-10-02+2,415,375→ 2,415,375 total(indirect: See Footnote) - Conversion
Class B common stock
2023-10-02−2,415,375→ 1,050,000 total(indirect: See Footnote)→ Class A common stock (2,415,375 underlying)
Holdings
- 795,000(indirect: See Footnote)
Class A common stock
Footnotes (4)
- [F1]The shares of Class B common stock were converted into shares of Class A common stock on a one-for-one basis pursuant to the Issuer's Amended and Restated Certificate of Incorporation (as amended), in effect on the date of conversion.
- [F2]Represents shares held by Mercury Sponsor Group I LLC. M. Blair Garrou is a manager of Mercury Sponsor Group I LLC. Affiliates of M. Blair Garrou own 50% of the economic interest of Mercury Sponsor Group I LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock and Class B common stock held directly by Mercury Sponsor Group I LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Sponsor Group I LLC in which he does not have any pecuniary interest.
- [F3]Represents shares of Class A common stock held by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou is the sole manager of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock held directly by each of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC in which he does not have any pecuniary interest.
- [F4]On October 3, 2023, the Issuer amended its Amended and Restated Certificate of Incorporation (as amended) to adjust the conversion ratio so that shares of Class B common stock are convertible into shares of Class A common stock on a 1:0.277 basis. Shares of Class B common stock are convertible into shares of Class A common stock (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Issuer's initial business combination. The Class B common stock has no expiration date.
Documents
Issuer
SEP Acquisition Corp.
CIK 0001849902
Entity typeother
Related Parties
1- filerCIK 0001859560
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 4:26 PM ET
- Size
- 9.9 KB