Sec Form 4 Filing - WIEDERHORN ANDREW @ Fat Brands, Inc - 2020-12-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Name and Address of Reporting Person
WIEDERHORN ANDREW
2. Issuer Name and Ticker or Trading Symbol
Fat Brands, Inc [ FAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
9720 WILSHIRE BLVD.,, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2020
(Street)
BEVERLY HILLS, CA90212
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.0001 12/24/2020 J( 1 ) 8,466,263 A 8,466,263 I By Fog Cutter Holdings, LLC ( 3 )
Common Stock, par value $0.0001 23,332 D
Series B Cumulative Preferred Stock 12/23/2020 J( 2 ) 5,413 A 10,980 D
Series B Cumulative Preferred Stock 74,449 I By Fog Cutter Holdings, LLC ( 3 )
Series B Cumulative Preferred Stock 20,000 I By spouse ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WIEDERHORN ANDREW
9720 WILSHIRE BLVD.,
SUITE 500
BEVERLY HILLS, CA90212
X X Chief Executive Officer
Signatures
/s/ ANDREW A WIEDERHORN 01/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )The reporting person disclaims beneficial ownership of the securities held by his spouse.

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).
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