SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* EG Sponsor LLC (Last) (First) (Middle) C/O EG ACQUISITION CORP. 375 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2021	3. Issuer Name and Ticker or Trading Symbol EG Acquisition Corp. [ EGGFU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(1)	(1)	Class A common stock	6,468,750	(1)	D(2)(3)

1. Name and Address of Reporting Person* EG Sponsor LLC (Last) (First) (Middle) C/O EG ACQUISITION CORP. 375 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hymowitz Gregg (Last) (First) (Middle) 375 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-255046) under the heading "Description of Securities - Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 843,750 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

2. EnTrust Global Management GP LLC (the "Manager") is the manager of EG Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the sole and managing member of the Manager, and as a result, may be deemed to have shared beneficial ownership (along with the Manager, GH Onshore GP LLC and the Sponsor) of the common stock held by the Sponsor. Each of the Manager, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Gregg Hymowitz also serves as a director and Chief Executive Officer of the issuer. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor.

3. (Continued from Footnote 2) An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer. See Exhibit 99.2 - Power of Attorney for EG Sponsor LLC See Exhibit 99.3 - Power of Attorney for EnTrust Global Management GP LLC See Exhibit 99.4 - Power of Attorney for GH Onshore GP LLC See Exhibit 99.5 Power of Attorney for Gregg Hymowitz.

	EG Sponsor LLC, /s/ Gregg S. Hymowitz, Name: Gregg S. Hymowitz, Title: Authorized Signatory	05/25/2021
	/s/ Gregg S. Hymowitz, Name: Gregg S. Hymowitz	05/25/2021
	** Signature of Reporting Person	Date
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