0000950170-24-014648.txt : 20240213
0000950170-24-014648.hdr.sgml : 20240213
20240213171344
ACCESSION NUMBER: 0000950170-24-014648
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231106
FILED AS OF DATE: 20240213
DATE AS OF CHANGE: 20240213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DEMERAU JUDITH E
CENTRAL INDEX KEY: 0000939955
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24629412
MAIL ADDRESS:
STREET 1: 1668 MT CROGHAN TRAIL
CITY: THE VILLAGES
STATE: FL
ZIP: 32162
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brass Ring Trust
CENTRAL INDEX KEY: 0002011487
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24629413
BUSINESS ADDRESS:
STREET 1: 3420 PUMP RD #127
CITY: RICHMOND
STATE: VA
ZIP: 23226
BUSINESS PHONE: 352-406-0546
MAIL ADDRESS:
STREET 1: 3420 PUMP RD #127
CITY: RICHMOND
STATE: VA
ZIP: 23226
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Falcon's Beyond Global, Inc.
CENTRAL INDEX KEY: 0001937987
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6996 PIAZZA GRANDE AVENUE
STREET 2: SUITE 301
CITY: ORLANDO
STATE: FL
ZIP: 32835
BUSINESS PHONE: 407-909-9350
MAIL ADDRESS:
STREET 1: 6996 PIAZZA GRANDE AVENUE
STREET 2: SUITE 301
CITY: ORLANDO
STATE: FL
ZIP: 32835
FORMER COMPANY:
FORMER CONFORMED NAME: Falcons Beyond Global, Inc.
DATE OF NAME CHANGE: 20220713
4
1
ownership.xml
4
X0508
4
2023-11-06
0001937987
Falcon's Beyond Global, Inc.
FBYD
0002011487
Brass Ring Trust
3420 PUMP RD #127
HENRICO
VA
23233
false
false
true
false
0000939955
DEMERAU JUDITH E
3420 PUMP RD #127
HENRICO
VA
23233
false
false
true
false
false
Class A Common Stock
2023-11-06
4
C
false
37022
A
2023728
D
Class A Common Stock
2023-11-06
4
C
false
31818
A
131718
D
8% Series A Cumulative Convertible Preferred Stock
0.9091
2023-11-06
4
C
false
40725
0
D
Class A Common Stock
37022
0
D
8% Series A Cumulative Convertible Preferred Stock
0.9091
2023-11-06
4
C
false
35000
0
D
Class A Common Stock
31818
0
D
On November 3, 2023, the audit committee of the board of directors of Falcon's Beyond Global, Inc. (the "Issuer") determined that the volume weighted average closing price of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), exceeded $14.30 for 20 trading days during a period of 30 consecutive trading days. Accordingly, on November 6, 2023, pursuant to the terms of the Certificate of Designation of Series A Preferred Stock ("Certificate of Designation"), all 8% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") held by the Reporting Persons were automatically converted into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation. Cash was paid in lieu of fractional shares in accordance with the terms of the Series A Preferred Stock.
Represents securities held by Brass Ring Trust, of which Judith E. Demerau is the trustee.
Represents securities held directly by Judith E. Demerau.
The Series A Preferred Stock was convertible at any time at the election of the holder into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like (the "Conversion Rate"), subject to an automatic conversion at the then applicable Conversion Rate, without any action on the part of the holder, in the event the volume weighted average closing price of Class A Common Stock exceeds $14.30 for at least 20 trading days during a period of 30 consecutive trading days.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Brass Ring Trust, By: /s/ Judith E. Demerau, Name: Judith E. Demerau, Title: Trustee
2024-02-13
/s/ Judith E. Demerau
2024-02-13