Forbion Growth Sponsor Feac I B.V. converted options into 1,373,496 units of Class A Ordinary Shares (SEC Form 4)
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Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Forbion European Acquisition Corp. [ FRBNU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 A Ordinary Shares | 10/27/2023 | C | 1,373,496 | A | (1) | 1,373,496 | I | See Footnotes(2)(4)(5)(6)(7) | ||
| Class A Ordinary Shares | 2,000,000 | I | See Footnotes(3)(4)(5)(6)(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Class B Ordinary Shares | (1) | 10/27/2023 | C | 1,373,496 | (1) | (1) | Class A Ordinary Shares | 1,373,496 | (1) | 0(8) | I | See Footnotes(2)(4)(5)(6)(7) | |||
| Warrant (Right to Buy) | $11.5 | 10/27/2023 | A | 1,000,000 | (9) | (9) | Class A Ordinary Shares | 1,000,000 | $1.5 | 731,619(8) | I | See Footnotes(2)(4)(5)(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects the conversion of Class B Ordinary Shares into a Class A Ordinary Share in accordance with its terms. |
| 2. Reflects shares held by Forbion Growth Sponsor FEAC I B.V. (the "Sponsor"). The Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra (the "Sponsor Board"). All voting and dispositive decisions with respect to the shares held by the Sponsor are made by a majority vote of the Sponsor Board. |
| 3. Reflects shares held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief"). |
| 4. Forbion Cooperatief wholly owns the Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein. |
| 5. Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by the Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, the Sponsor, over the shares held by the Sponsor. |
| 6. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of the Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the Class A Ordinary Shares or Class B Ordinary Shares reported herein, no member of the Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares. |
| 7. Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. |
| 8. Reflects the cancellation, for no consideration, of 1,789,004 Class B Ordinary Shares and 5,463,381 warrants held by the Sponsor, in each case that is exempt pursuant to Rule 16b-6(d). |
| 9. Each warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the Issuer's initial business combination. The warrants expire five years following the Issuer's initial business combination. The warrants also expire if the Issuer fails to consummate the initial business combination within 24 months from the Issuer's initial public offering. |
| /s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director | 10/31/2023 | |
| /s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director | 10/31/2023 | |
| /s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director | 10/31/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||