0000950170-24-059911.txt : 20240514 0000950170-24-059911.hdr.sgml : 20240514 20240514191743 ACCESSION NUMBER: 0000950170-24-059911 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240510 FILED AS OF DATE: 20240514 DATE AS OF CHANGE: 20240514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Katmandu Ventures, LLC CENTRAL INDEX KEY: 0001995584 ORGANIZATION NAME: STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24946497 BUSINESS ADDRESS: STREET 1: 3420 PUMP RD. #127 CITY: HENRICO STATE: VA ZIP: 23233 BUSINESS PHONE: 804-317-1780 MAIL ADDRESS: STREET 1: 3420 PUMP RD. #127 CITY: HENRICO STATE: VA ZIP: 23233 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Markey Jill K. CENTRAL INDEX KEY: 0002011486 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24946496 MAIL ADDRESS: STREET 1: 4900 PATTERSON AVE 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: 1768 PARK CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 407-909-9350 MAIL ADDRESS: STREET 1: 1768 PARK CENTER DRIVE 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 2024-05-10 0001937987 Falcon's Beyond Global, Inc. FBYD 0001995584 Katmandu Ventures, LLC 3420 PUMP RD #348 HENRICO VA 23233 false false true false 0002011486 Markey Jill K. 3420 PUMP RD #348 HENRICO VA 23233 false false true false false Class B Common Stock 2024-05-10 4 J false 2918750 0 D 30474665 D Reflects the forfeiture on May 10, 2024 due to failure to meet earnuot targets of 2,918,750 earnout common units ("Common Units") of Falcon's Beyond Global, LLC, a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer") and the corresponding shares of the Issuer's non-economic voting Class B common stock ("Class B Common Stock") previously issued in connection with the Business Combination by and among the Issuer, Falcon's Beyond Global LLC and the other parties thereto. On May 10, 2024, the Reporting Persons were also notified that 1,142,946 Earnout Securities (as defined below) were earned in connection with the satisfaction of certain earnout targets, which securities are subject to an additional 1-year lock-up period following their release from escrow. Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu. Holders of Common Units have the right to cause Falcon's Beyond Global, LLC to redeem such Common Units in whole or in part, for an equal number of shares of Class A common stock ("Class A Common Stock"), or cash (at the Issuer's option) and the corresponding shares of 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"). Includes (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock subject to an additional 1-year lock-up from the date such securities are earned, released and delivered from escrow to Katmandu pursuant to an agreement between Katmandu and the Issuer, and (iii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock ("Earnout Securities") that are subject to earnout and are being held in an escrow account for the benefit of Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. (continued from footnote (4) Katmandu'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 Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act. 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 Exchange Act, 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. Katmandu Ventures, LLC, By: /s/ Jill K. Markey, Name: Jill K. Markey, Title: Manager 2024-05-14 /s/ Jill K. Markey 2024-05-14