Sec Form 4 Filing - Whatley Devin @ Freedom Acquisition I Corp. - 2023-07-18

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
Whatley Devin
2. Issuer Name and Ticker or Trading Symbol
Freedom Acquisition I Corp. [ CSLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COMPLETE SOLARIA, INC., 45700 NORTHPORT LOOP EAST
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2023
(Street)
FREMONT, CA94538
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 07/18/2023 A 5,832,054 ( 1 ) A $ 0 5,832,054 I See footnote ( 2 )
Common Stock 07/18/2023 A 198,346 ( 1 ) A $ 0 198,346 I See footnote ( 3 )
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 Amoun t or Number of Shares
Warrant (Right to Buy) $ 2.08 07/18/2023 A 482,969 ( 4 ) ( 4 ) Common Stock 482,969 $ 0 482,969 I See footnote ( 2 )
Warrant (Right to Buy) $ 11.5 07/18/2023 A 1,824,243 ( 4 ) ( 4 ) Common Stock 1,824,243 $ 0 1,824,243 I See footnote ( 2 )
Warrant (Right to Buy) $ 11.5 07/18/2023 A 62,041 ( 4 ) ( 4 ) Common Stock 62,041 $ 0 62,041 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whatley Devin
C/O COMPLETE SOLARIA, INC.
45700 NORTHPORT LOOP EAST
FREMONT, CA94538
X
Signatures
/s/ Matt Hemington, Attorney-in-Fact for Devin Whatley 07/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received on July 18, 2023 pursuant to that certain Business Combination Agreement, dated May 26, 2023, by and among Freedom Acquisition I Corp. ("FACT"), Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT, Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation ("Complete Solaria"), and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Complete Solaria.
( 2 )These securities are held directly by Ecosystem Integrity Fund II, L.P. on behalf of itself and as nominee for Ecosystem Integrity Fund II-A, LP (collectively, the "Ecosytems Funds"). The Reporting Person is a managing member of the entity that is the general partner of the the Ecosystem funds, which own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )These securities are held directly by EIF CS SPV LLC for which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 4 )Shares subject to the warrant are exercisable thirty days after the closing of the Business Combination.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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