SEC Form 4
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*
Segrave Thomas James Jr.

(Last) (First) (Middle)
C/O FLYEXCLUSIVE INC.
2860 JETPORT ROAD

(Street)
KINSTON NC 28504

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLYEXCLUSIVE INC. [ FLYX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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).

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