Volato Group, Inc. — Director's Dealing 2023

Dec 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Volato Group, Inc. (SOAR)
CIK: 0001853070
Period of Report: 2023-12-01

Reporting Person: PROOF Acquisition Sponsor I, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-01	Class A Common Stock	C	5507813	—	Acquired	5507813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-01	Class B Common Stock	$	C	5507813	Disposed		Class A Common stock (5507813)	Direct

Footnotes

F1: On August 1, 2023, PROOF Acquisition Corp I ("PACI"), Volato Group, Inc. ("Volato") and PACI Merger Sub, Inc. ("Merger Sub") entered into that certain Business Combination Agreement (the "Business Combination Agreement") pursuant to which Merger Sub merged with and into Volato effective December 1, 2023 (the "Business Combination"), with Volato continuing as the surviving corporation in the Business Combination and a wholly owned subsidiary of PACI upon the closing of the transactions contemplated therein. On December 1, 2023, the Business Combination closed. As a result of the Business Combination, each outstanding share of Volato capital stock was converted into the right to receive approximately 1.01508 shares of Class A Common Stock. Additionally, the outstanding shares of PACI Class B common stock automatically converted to shares of Class A Common Stock.

F2: The Reporting Person is the sponsor (the "Sponsor") of PACI. The Sponsor is controlled by its manager, PROOF Sponsor Management LLC (the "Manager"). The managing members of the Manager are John C. Backus, Jr., Steven P. Mullins and Michael W. Zarlenga. No person individually has the power to vote or control the interests of the Sponsor. Each individual disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. Accordingly, none of the managing members is deemed to have or share beneficial ownership of the founder shares held by the Sponsor.

F3: Consists of warrants to purchase shares of Class A common stock at a price of $11.50 per share.