Segrave Thomas James Jr. was granted 59,930,000 units of Class B Common Stock (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
FLYEXCLUSIVE INC. [ FLYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2023 | ||||||||||||||||||||||||||
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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 B Common Stock | 12/27/2023 | A | 57,530,000 | A | (1) | 57,530,000 | D | |||
| Class B Common Stock | 12/27/2023 | A | 600,000 | A | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | ||
| Class B Common Stock | 12/27/2023 | A | 600,000 | A | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | ||
| Class B Common Stock | 12/27/2023 | A | 600,000 | A | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | ||
| Class B Common Stock | 12/27/2023 | A | 600,000 | A | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | ||
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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 | ||||||||
| Common Units | (3) | 12/27/2023 | A | 57,530,000 | (3) | (3) | Class A Common Stock | 57,530,000 | (1) | 57,530,000 | D | ||||
| Common Units | (3) | 12/27/2023 | A | 600,000 | (3) | (3) | Class A Common Stock | 600,000 | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | |||
| Common Units | (3) | 12/27/2023 | A | 600,000 | (3) | (3) | Class A Common Stock | 600,000 | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | |||
| Common Units | (3) | 12/27/2023 | A | 600,000 | (3) | (3) | Class A Common Stock | 600,000 | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | |||
| Common Units | (3) | 12/27/2023 | A | 600,000 | (3) | (3) | Class A Common Stock | 600,000 | (1) | 600,000 | I | By UTMA on behalf of minor child(2) | |||
| Explanation of Responses: |
| 1. In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued by LGM into new Common Units on a 1-to-1 basis. In addition, each equityholder of Common Units received an equivalent number of Class B Common Stock of the Issuer. |
| 2. These securities are held for the Reporting Person's child through a custodial account established pursuant to the Uniform Transfer to Minor Act for which the Reporting Person is custodian. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 3. Each Common Unit of LGM may be redeemed at any time on or after December 27, 2024 for one share of the Issuer's Class A Common Stock and the Common Units do not expire. |
| /s/ Donald R. Reynolds, Attorney-in-Fact for Thomas James Segrave, Jr. | 01/08/2024 | |
| ** 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. | ||