SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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1. Name and Address of Reporting Person*
FLORES JAMES C

(Last) (First) (Middle)
C/O FLAME ACQUISITION CORP.
700 MILAM STREET, SUITE 3300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2021
3. Issuer Name and Ticker or Trading Symbol
Flame Acquisition Corp. [ FLME ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 4,263,750(2) (1) I See footnote(3)
1. Name and Address of Reporting Person*
FLORES JAMES C

(Last) (First) (Middle)
C/O FLAME ACQUISITION CORP.
700 MILAM STREET, SUITE 3300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
1. Name and Address of Reporting Person*
Flame Acquisition Sponsor LLC

(Last) (First) (Middle)
C/O FLAME ACQUISITION CORP.
700 MILAM STREET SUITE 3300

(Street)
HOUSTON TX 77002

(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. The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.
2. Includes up to 562,500 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full or in part.
3. Shares held directly by Flame Acquisition Sponsor LLC (the "Sponsor"). James C. Flores is the managing member of the Sponsor. As such, Mr. Flores may be deemed to have beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Mr. Flores disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Gregory D. Patrinely, Attorney-in-Fact for James C. Flores 02/24/2021
Flame Acquisition Sponsor LLC, By: /s/ Gregory D. Patrinely, Name: Gregory D. Patrinely, Title: Attorney-in-Fact for James C. Flores, its managing member 02/24/2021
** 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 5 (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.
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