Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CilMar Ventures, LLC Series A

(Last)

(First)

(Middle)

11515 WATERSTONE LOOP DRIVE

(Street)

WINDERMERE

34786

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Falcon's Beyond Global, Inc. [ FBYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	05/10/2024		J⁽⁶⁾		2,918,750	D	$0⁽⁶⁾	30,474,665⁽²⁾⁽³⁾⁽⁴⁾	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units of Falcon's Beyond Global, LLC	⁽²⁾	05/10/2024		J⁽⁶⁾			2,918,750	⁽²⁾⁽³⁾⁽⁴⁾	⁽⁵⁾	Class A Common Stock	2,918,750	$0⁽⁶⁾	30,474,665⁽²⁾⁽³⁾⁽⁴⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

CilMar Ventures, LLC Series A

(Last)

(First)

(Middle)

11515 WATERSTONE LOOP DRIVE

(Street)

WINDERMERE

34786

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kaiao Kollective LLC

(Last)

(First)

(Middle)

11515 WATERSTONE LOOP DRIVE

(Street)

WINDERMERE

34786

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Magpuri Cecil D.

(Last)

(First)

(Middle)

11515 WATERSTONE LOOP DRIVE

(Street)

WINDERMERE

34786

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Magpuri Marty

(Last)

(First)

(Middle)

11515 WATERSTONE LOOP DRIVE

(Street)

WINDERMERE

34786

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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").

3. 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.

4. 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).

5. The Common Units and Class B Common Stock do not expire.

6. 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.

	CILMAR VENTURES, LLC SERIES A By: Kaiao Kollective, LLC, its Manager By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager	05/14/2024
	KAIAO KOLLECTIVE, LLC By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager	05/14/2024
	By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri	05/14/2024
	By: /s/ Marty M. Magpuri Name: Marty M. Magpuri	05/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.