Sec Form 4 Filing - Katmandu Ventures, LLC @ Falcon's Beyond Global, Inc. - 2024-05-10

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Katmandu Ventures, LLC
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)
(Last) (First) (Middle)
3420 PUMP RD #348
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2024
(Street)
HENRICO, VA23233
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class B Common Stock ( 3 ) 05/10/2024 J( 1 ) 2,918,750 D $ 0 ( 1 ) 30,474,665 ( 4 ) ( 5 ) D ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Katmandu Ventures, LLC
3420 PUMP RD #348
HENRICO, VA23233
X
Markey Jill K.
3420 PUMP RD #348
HENRICO, VA23233
X
Signatures
Katmandu Ventures, LLC, By: /s/ Jill K. Markey, Name: Jill K. Markey, Title: Manager 05/14/2024
Signature of Reporting Person Date
/s/ Jill K. Markey 05/14/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu.
( 3 )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").
( 4 )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.
( 5 )(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.

Remarks:
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.

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