10/01/2025 | Press release | Distributed by Public on 10/01/2025 17:27
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
11% Series B Cumulative Convertible Preferred Stock | $5(3) | 09/08/2025 | A | 307,627 | (3) | (3) | Class A Common Stock | 307,627 | $5 | 707,627(4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lucadamo Gino P 1768 PARK CENTER DRIVE ORLANDO, FL 32835 |
X |
/s/ Bruce Brown, Attorney-in-Fact | 10/01/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This amount includes 30,055 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Falcon's Beyond Global, Inc. (the "Issuer"), distributed to the Reporting Person as a pro rata distribution from Infinite Acquisitions Partners LLC, of which the reporting person is a non-managing member. The acquisition of such shares was exempt under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(2) | This amount reflects an adjustment to account for the issuance to the reporting person of 3,152 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Falcon's Beyond Global, Inc. (the "Issuer"), distributed in connection with the Issuer's stock dividend effective as of December 17, 2024, which paid 0.2 shares of Class A Common Stock per outstanding share of Class A Common Stock. The acquisition of such shares was exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. |
(3) | Pursuant to the terms of the Issuer's 11% Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), starting on September 8, 2028, if at any time the volume weighted average sale price of the Issuer's Class A Common Stock equals or exceeds $10.00 per share (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization or similar transaction) for at least 21 out of 30 consecutive trading days, the Series B Preferred Stock will automatically convert into shares of the Issuer's Class A Common Stock at the then effective conversion rate. The initial conversion rate is one-to-one. The Series B Preferred Stock is not convertible by the holder and does not expire. |
(4) | This amount includes 400,000 shares of Series B Preferred Stock distributed to the Reporting Person as a pro rata distribution from Infinite Acquisitions Partners LLC, of which the reporting person is a non-managing member. The acquisition of such shares was exempt under Rule 16a-13 under the Exchange Act. |