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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 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 | 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 of Derivative Security: 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 |
On December 24, 2020, FAT Brands Inc. (the "Issuer") completed the acquisition of Fog Cutter Capital Group Inc. ("FCCG"), the Issuer's former parent company (the "Merger"). Upon closing of the Merger, the former stockholders of FCCG, including Fog Cutter Holdings, LLC ("Fog Holdings"), became direct stockholders of the Issuer holding in the aggregate the same number of shares held by FCCG immediately prior to the Merger. As a result of the Merger, Fog Holdings was issued 8,466,263 shares of Common Stock of the Issuer. | |
On December 23, 2020, the Issuer paid a special stock dividend to holders of its Common Stock immediately prior to the Merger, other than FCCG, consisting of 0.2319998077 shares of 8.25% Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders on the record date. | |
The reporting person serves as the sole manager and a member of Fog Holdings, but disclaims beneficial ownership of the securities held by Fog Holdings except to the extent of his pecuniary interest therein. | |
The reporting person disclaims beneficial ownership of the securities held by his spouse. |
Signatures | ||
/s/ ANDREW A WIEDERHORN | 01/19/2021 | |
** 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. |