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

FORM 3/A 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Director by Deputization (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) 03/05/2020 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

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 X Director by Deputization Signatures /s/ Daniel Nussen, Attorney-in-Fact 10/30/2020 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. ( 2 )Eagle Equity Partners II, LLC (the "Reporting Person") is the record holder of the securities reported herein. Each of Eli Baker, Harry Sloan and Jeff Sagansky is a managing member of the Reporting Person and no individual managing member exercises voting or dispositive control over any of the securities held by the Reporting Person for the reasons described in "Remarks." Accordingly, none of them is deemed to have or share beneficial ownership of such securities.

Remarks: This amendment is being filed to remove Messrs. Baker and Sloan from the Form 3 filed by them and the Reporting Person on March 5, 2020, where they were incorrectly described as having indirect beneficial ownership and pecuniary interest in the securities held by the Reporting Person. Messrs. Baker and Sloan continue to be managing members of the Reporting Person. However, neither of Mr. Baker nor Mr. Sloan is deemed to be a beneficial owner as defined in Rule 13d-3 or to have reportable pecuniary interest as defined in Rule 16a-1(a)(2)(iii) in the securities held by the Reporting Person, because neither is a controlling holder of the Reporting Person nor has investment control over the Reporting Person's securities, insofar as investment decisions by the Reporting Person in such securities require the consent of a majority of the managing members. A subsequent Form 4 for this Issuer also incorrectly described Messrs. Baker and Sloan as having indirect ownership in the securities held by the Reporting Person.

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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