Sec Form 3 Filing - EG Sponsor LLC @ EG Acquisition Corp. - 2021-05-25

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 EG Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol EG Acquisition Corp. [ EGGFU] 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 EG ACQUISITION CORP., 375 PARK AVENUE, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2021 (Street) NEW YORK, NY10152 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 6,468,750 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EG Sponsor LLC C/O EG ACQUISITION CORP. 375 PARK AVENUE, 24TH FLOOR NEW YORK, NY10152 X Hymowitz Gregg 375 PARK AVENUE, 24TH FLOOR NEW YORK, NY10152 X X Chief Executive Officer Signatures EG Sponsor LLC, /s/ Gregg S. Hymowitz, Name: Gregg S. Hymowitz, Title: Authorized Signatory 05/25/2021 Signature of Reporting Person Date /s/ Gregg S. Hymowitz, Name: Gregg S. Hymowitz 05/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-255046) under the heading "Description of Securities - Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 843,750 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units. ( 2 )EnTrust Global Management GP LLC (the "Manager") is the manager of EG Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the sole and managing member of the Manager, and as a result, may be deemed to have shared beneficial ownership (along with the Manager, GH Onshore GP LLC and the Sponsor) of the common stock held by the Sponsor. Each of the Manager, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Gregg Hymowitz also serves as a director and Chief Executive Officer of the issuer. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. ( 3 )(Continued from Footnote 2) An affiliate of GMF Capital has an approximately 50% membership interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they 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 Exhibit 99.2 - Power of Attorney for EG Sponsor LLC See Exhibit 99.3 - Power of Attorney for EnTrust Global Management GP LLC See Exhibit 99.4 - Power of Attorney for GH Onshore GP LLC See Exhibit 99.5 Power of Attorney for Gregg Hymowitz.

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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