4//SEC Filing
Hymowitz Gregg 4
Accession 0000950170-25-044696
CIK 0001843973other
Filed
Mar 24, 8:00 PM ET
Accepted
Mar 25, 9:56 PM ET
Size
11.5 KB
Accession
0000950170-25-044696
Insider Transaction Report
Form 4
Hymowitz Gregg
Director10% Owner
Transactions
- Purchase
Series B Convertible Preferred Stock
2025-03-21+4,227→ 29,737 total(indirect: See Footnote)→ Class A common stock, ("Common Stock") (845,400 underlying) - Purchase
Warrant (Right to Buy)
2025-03-21+1→ 1 total(indirect: See Footnote)Exercise: $0.01From: 2025-03-21Exp: 2030-03-21→ Common Stock (1,268,100 underlying)
EG Sponsor LLC
Director10% Owner
Transactions
- Purchase
Series B Convertible Preferred Stock
2025-03-21+4,227→ 29,737 total(indirect: See Footnote)→ Class A common stock, ("Common Stock") (845,400 underlying) - Purchase
Warrant (Right to Buy)
2025-03-21+1→ 1 total(indirect: See Footnote)Exercise: $0.01From: 2025-03-21Exp: 2030-03-21→ Common Stock (1,268,100 underlying)
Footnotes (5)
- [F1]Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below).
- [F2]The derivative securities were purchased pursuant to the Securities Purchase Agreement for $4,227,040.06, which was paid by satisfaction of an outstanding note.
- [F3]On March 21, 2025, EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) Sponsor purchased 4,227 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 1,268,100 shares of Common Stock.
- [F4]Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.
- [F5](Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.
Documents
Issuer
FLYEXCLUSIVE INC.
CIK 0001843973
Entity typeother
Related Parties
1- filerCIK 0001591141
Filing Metadata
- Form type
- 4
- Filed
- Mar 24, 8:00 PM ET
- Accepted
- Mar 25, 9:56 PM ET
- Size
- 11.5 KB