| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
M3-Brigade Acquisition III Corp. [ MBSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Class B Common Stock | (1) | 09/20/2023 | J(2) | 400,000 | (1) | (1) | Class A Common Stock | 400,000 | $0.00 | 7,100,000 | I | See footnote(3) | |||
| Class B Common Stock | (1) | 09/20/2023 | C(1) | 7,100,000 | (1) | (1) | Class A Common Stock | 7,100,000 | $0.00 | 0 | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. As described in the Issuer's registration statement on Form S-1 (File No. 333-256017) under the heading "Description of Securities - Founder Shares," shares of Class B common stock were subject to certain adjustments described therein and had no expiration date. On September 20, 2023, the Issuer consummated its initial business combination ("Business Combination") with Greenfire Resources Inc., an Alberta corporation ("Greenfire"), pursuant to that certain Business Combination Agreement, dated December 14, 2022, as amended, by and among the Issuer, Greenfire, Greenfire Resources Ltd., an Alberta corporation ("New Greenfire"), and certain other parties ("BCA"). In connection with such consummation, each share of Class B Common Stock converted into one share of common stock of New Greenfire and an amount of cash equal to a prorated portion of the SPAC Working Capital (as defined in the BCA) plus the Extension Amounts (as defined in the BCA) at the Effective Time (as defined in the BCA). |
| 2. On September 20, 2023, M3-Brigade Sponsor III LP, a Delaware limited partnership ("Sponsor"), transferred 400,000 shares of Class B Common Stock to HT Investments, LLC, a Delaware limited liability company ("HT Investments"), pursuant to that certain FPA Termination Agreement, dated as of December 14, 2022, by and among the Issuer, M3-Brigade III FPA LP, a Delaware limited partnership, HT Investments, Brigade Capital GP, LLC, a Delaware limited liability company, and the Sponsor. |
| 3. The reported shares of the Issuer were directly held by the Sponsor. The general partner of the Sponsor is M3-Brigade Acquisition Partners III Corp. Mohsin Y. Meghji is the sole director of M3-Brigade Acquisition Partners III Corp. Mr. Meghji may be deemed to have had beneficial ownership of the common stock held directly by the Sponsor. |
| /s/ Mohsin Y. Meghji | 09/22/2023 | |
| ** 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. | ||
