Sec Form 3 Filing - Eagle Equity Partners II, LLC @ Flying Eagle Acquisition Corp. - 2020-03-05

FORM 3 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 Eagle Equity Partners II, LLC 2. Issuer Name and Ticker or Trading Symbol Flying Eagle Acquisition Corp. [ FEAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLYING EAGLE ACQUISITION CORP., 2121 AVENUE OF THE STARS, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2020 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 14,335,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eagle Equity Partners II, LLC C/O FLYING EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 X Baker Eli C/O FLYING EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 X CFO, President, Secretary SLOAN HARRY C/O FLYING EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 X X CEO, Chairman Signatures /s/ Daniel Nussen, Attorney-in-Fact for Eagle Equity Partners II, LLC 03/05/2020 Signature of Reporting Person Date /s/ Daniel Nussen, Attorney-in-Fact for Eli Baker 03/05/2020 Signature of Reporting Person Date /s/ Daniel Nussen, Attorney-in-Fact for Harry E. Sloan 03/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236367) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 1,875,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. ( 2 )Eagle Equity Partners II, LLC is the record holder of the shares reported herein. Messrs. Sloan and Baker are among the managing members of Eagle Equity Partners II, LLC and share voting and investment discretion with respect to the common stock held of record by Eagle Equity Partners II, LLC. Each of the Messrs. Sloan and Baker disclaims any beneficial ownership of the securities held by Eagle Equity Partners II, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

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).

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