Blair Garrou - 02 Oct 2023 Form 4 Insider Report for SEP Acquisition Corp. (SEPA)

Role: Director, 10%+ Owner
Signature: /s/ M. Blair Garrou
Issuer symbol: SEPA
Transactions as of: 02 Oct 2023
Net transactions value: $0
Form type: 4
Filing time: 03 Oct 2023, 16:26:35 UTC
Previous filing: 23 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEPA	Class A common stock	Conversion of derivative security		+2,415,375			2,415,375	02 Oct 2023	See Footnote	F1, F2
holding	SEPA	Class A common stock						795,000	02 Oct 2023	See Footnote	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SEPA	Class B common stock	Conversion of derivative security	$0	-2,415,375	-70%	$0.000000	1,050,000	02 Oct 2023	Class A common stock	2,415,375		See Footnote	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Class B common stock were converted into shares of Class A common stock on a one-for-one basis pursuant to the Issuer's Amended and Restated Certificate of Incorporation (as amended), in effect on the date of conversion.
F2	Represents shares held by Mercury Sponsor Group I LLC. M. Blair Garrou is a manager of Mercury Sponsor Group I LLC. Affiliates of M. Blair Garrou own 50% of the economic interest of Mercury Sponsor Group I LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock and Class B common stock held directly by Mercury Sponsor Group I LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Sponsor Group I LLC in which he does not have any pecuniary interest.
F3	Represents shares of Class A common stock held by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou is the sole manager of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock held directly by each of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC in which he does not have any pecuniary interest.
F4	On October 3, 2023, the Issuer amended its Amended and Restated Certificate of Incorporation (as amended) to adjust the conversion ratio so that shares of Class B common stock are convertible into shares of Class A common stock on a 1:0.277 basis. Shares of Class B common stock are convertible into shares of Class A common stock (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Issuer's initial business combination. The Class B common stock has no expiration date.