Sec Form 3 Filing - DEMERAU L SCOTT @ Falcon's Beyond Global, Inc. - 2023-10-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
DEMERAU L SCOTT
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exe. Chairman of the Board
(Last) (First) (Middle)
6996 PIAZZA GRANDE AVENUE,, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2023
(Street)
ORLANDO, FL32835
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12,245,469 ( 1 ) I By Katmandu Ventures, LLC ( 4 )
Class B Common Stock 21,147,946 ( 1 ) I By Katmandu Ventures, LLC ( 4 )
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
Common Units of Falcon's Beyond Global, LLC $ 0 ( 1 ) ( 1 ) ( 2 ) Class A Common Stock 12,245,469 ( 1 ) I By Katmandu Ventures, LLC ( 4 )
Common Units of Falcon's Beyond Global, LLC $ 0 ( 1 ) ( 1 )( 3 ) ( 2 ) Class A Common Stock 21,147,946 ( 1 ) I By Katmandu Ventures, LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEMERAU L SCOTT
6996 PIAZZA GRANDE AVENUE,
SUITE 301
ORLANDO, FL32835
X Exe. Chairman of the Board
Signatures
/s/ Melissa Curvino, by power of attorney 10/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person owns common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer"), and an equal number of shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock"). Following the waiver or expiration of a lock-up period, the Reporting Person will have the right to cause Falcon's LLC to redeem its Common Units in whole or in part, for an equal number of shares of the Issuer's 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").
( 2 )The Common Units and Class B Common Stock do not expire.
( 3 )Reflects Common Units and an equal number of shares of Class B Common Stock that are subject to earnout and are being held in an escrow account for the benefit of the Reporting Person. Such units and shares will be released to the Reporting Person, if at all, upon the satisfaction of certain milestones described in the Registration Statement. The Reporting Person's right to receive such units and shares upon satisfaction of the earnout conditions became fixed and irrevocable on October 6, 2023. Additionally, once such Common Units and shares of Class B Common Stock are earned, released and delivered from escrow to the Reporting Person, such units and shares shall be subject to an additional 1-year lock-up pursuant to an agreement between the Reporting Person and the Issuer.
( 4 )Scott Demerau and Julia Demerau control Katmandu Ventures, LLC. Mr. Demerau and Mrs. Demerau are married and each may be deemed to have voting and dispositive control over the shares directly and indirectly controlled by the other. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

Remarks:
Exhibit 24.1 - Power of Attorney

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