FLYEXCLUSIVE INC. — Director's Dealing 2021

Jun 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EG Acquisition Corp. (EGGFU)
CIK: 0001843973
Period of Report: 2021-05-28

Reporting Person: EG Sponsor LLC (10% Owner)
Reporting Person: EnTrust Global Management GP LLC (10% Owner)
Reporting Person: GH Onshore GP LLC (10% Owner)
Reporting Person: Hymowitz Gregg (Director, Chief Executive Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-28	Warrants to purchase Class A common stock	$11.50	P	4333333	Acquired		Class A common stock (4333333)	Direct

Footnotes

F1: EG Sponsor LLC (the "Sponsor") purchased 4,333,333 warrants, as described in the issuer's registration statement on Form S-1 (File No. 333-255046) (the "S-1"), in a private placement of warrants at a price of $1.50 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share.

F2: 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.

F3: (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.

F4: The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.