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