| 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
FAST Acquisition Corp. II [ FZT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Private Placement Warrants | (1) | 03/18/2021 | A(2) | 4,000,000 | (1) | (1) | Class A Common Stock | 4,000,000 | (2) | 4,000,000 | D(3) | ||||
| Private Placement Warrants | (1) | 03/26/2021 | A(4) | 297,825 | (1) | (1) | Class A Common Stock | 297,825 | (4) | 4,297,825 | D(3) | ||||
| Class B Common Stock, par value $0.0001 per share | (5) | 03/26/2021 | J(6) | 191,578 | (5) | (5) | Class A Common Stock | 191,578 | (6) | 5,558,422 | D(3) | ||||
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. Each private placement warrant of FAST II ("Private Placement Warrants") entitles the holder thereof to purchase one share of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of FAST Acquisition Corp. II (the "Issuer"), subject to adjustment, at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of the Issuer's initial business combination and will expire five years following the Issuer's initial business combination. |
| 2. Simultaneously with the closing of the Issuer's initial public offering (the "IPO") on March 18, 2021, FAST Sponsor II LLC ("Sponsor") purchased 4,000,000 Private Placement Warrants from the Issuer at a price of $1.50 per Private Placement Warrant. |
| 3. Sponsor is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. |
| 4. On March 26, 2021, Sponsor purchased 297,825 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in connection with the underwriter's exercise in part of its over-allotment option in connection with the IPO. |
| 5. The shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") are convertible for shares of Class A Common Stock, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253661) and have no expiration date. |
| 6. On March 26, 2021, Sponsor forfeited 191,578 shares of Class B Common Stock in connection with the underwriter's exercise in part of its over-allotment option in connection with the IPO. |
| FAST Sponsor II LLC By: FAST Sponsor II Manager LLC, its manager By: /s/ Garrett Schreiber Title: Sole Member | 10/06/2023 | |
| FAST Sponsor II Manager LLC By: /s/ Garrett Schreiber Title: Sole Member | 10/06/2023 | |
| /s/ Garrett Schreiber | 10/06/2023 | |
| ** 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. | ||