09/16/2025 | Press release | Distributed by Public on 09/16/2025 16:28
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 | ||||||||
Class B ordinary shares(1) | (1) | 09/04/2025 | S | 922,313(2) | (1) | (1) | Class A Ordinary Shares | 922,313(2) | (2) | 6,744,354(3)(4) | D(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fifth Era Acquisition Sponsor I LLC C/O FIFTH ERA ACQUISITION CORP I PO BOX 1093 BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102 |
X | |||
Fifth Era Management Sponsor I LLC C/O FIFTH ERA ACQUISITION CORP I PO BOX 1093 BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102 |
X | |||
Le Merle Matthew C C/O FIFTH ERA ACQUISITION CORP I PO BOX 1093 BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102 |
X | |||
DAVIS ALISON C/O FIFTH ERA ACQUISITION CORP I PO BOX 1093 BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102 |
X | |||
Mechigian Mitchell C/O FIFTH ERA ACQUISITION CORP I PO BOX 1093 BOUNDARY HALL CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102 |
X |
/s/ Mitchell Mechigian, Managing Member of Fifth Era Acquisition Sponsor I LLC | 09/16/2025 | |
**Signature of Reporting Person | Date | |
/s/ Mitchell Mechigian, Managing Member of Fifth Era Management Sponsor I LLC | 09/16/2025 | |
**Signature of Reporting Person | Date | |
/s/ Matthew Le Merle | 09/16/2025 | |
**Signature of Reporting Person | Date | |
/s/ Alison Davis | 09/16/2025 | |
**Signature of Reporting Person | Date | |
/s/ Mitchell Mechigian | 09/16/2025 | |
**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) | As described in the registration statement on Form S-1 (File No. 333-284793) of Fifth Era Acquisition Corp I (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the Issuer ("Class B Ordinary Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. |
(2) | Represents 922,313 Class B Ordinary Shares transferred by Fifth Era Acquisition Sponsor I LLC (the "Sponsor") to Mitchell Mechigian. |
(3) | Excludes the 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, as reported under item 2 above. |
(4) | The Sponsor is the record holder of the shares reported herein. Fifth Era Management Sponsor I LLC ("FEMS") is the managing member of the Sponsor. Matthew Le Merle, Alison Davis and Mitchell Mechigian are the managing members of FEMS and hold voting and investment discretion with respect to the Class B Ordinary Shares held of record by the Sponsor. As such, Mr. Le Merle, Ms. Davis and Mr. Mechigian may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Le Merle, Ms. Davis and Mr. Mechigian disclaim any beneficial ownership except to the extent of their pecuniary interest therein. |