Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
FAST Acquisition Corp.
(Name of Issuer)
Class A Common stock, $0.0001 par value
(Title of Class of Securities)
311875108
(CUSIP Number)
July 18, 2022
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 311875108 SCHEDULE 13G Page 2
1 Names of Reporting Persons
ADAR1 Partners, LP
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,341,700 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,341,700 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,341,700 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
6.709%
12 Type of Reporting Person (See Instructions)
IV, Reporting Person is a private investment company
(1)This Schedule 13G is being filed jointly by ADAR1 Partners, LP (the Fund),
ADAR1 Capital Management GP LLC as general partner of the Fund (the GP),
ADAR1 Capital Management, LLC as investment manager of the Fund (the IM),
and Daniel Schneeberger as manager of the GP and IM (together, the Fund, GP,
IM and Daniel Schneeberger are the Reporting Persons).
ADAR1 Partners, LP holds 13,417 ITM call options for Class A Common Stock.
The GP, IM and Daniel Schneeberger are filing jointly with the Fund
as a result of their dispositive power over the shares as a result of their
position with respect to the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 20,000,000 shares of Class A Common Stock
Issued and outstanding as of May 13, 2022, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
CUSIP No. 311875108 SCHEDULE 13G Page 3
1 Names of Reporting Persons
ADAR1 Capital Management GP, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Texas
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,341,700 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,341,700 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,341,700 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
6.709%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1)This Schedule 13G is being filed jointly by ADAR1 Partners, LP (the Fund),
ADAR1 Capital Management GP LLC as general partner of the Fund (the GP),
ADAR1 Capital Management, LLC as investment manager of the Fund (the IM),
and Daniel Schneeberger as manager of the GP and IM (together, the Fund, GP,
IM and Daniel Schneeberger are the Reporting Persons).
ADAR1 Partners, LP holds 13,417 ITM call options for Class A Common Stock.
The GP, IM and Daniel Schneeberger are filing jointly with the Fund as a
result of their dispositive power over the shares as a result of their
position with respect to the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 20,000,000 shares of Class A Common Stock
Issued and outstanding as of May 13, 2022, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
CUSIP No. 311875108 SCHEDULE 13G Page 4
1 Names of Reporting Persons
ADAR1 Capital Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Texas
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,341,700 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,341,700 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,341,700 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
6.709%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1)This Schedule 13G is being filed jointly by ADAR1 Partners, LP (the Fund),
ADAR1 Capital Management GP LLC as general partner of the Fund (the GP),
ADAR1 Capital Management, LLC as investment manager of the Fund (the IM),
and Daniel Schneeberger as manager of the GP and IM (together, the Fund, GP,
IM and Daniel Schneeberger are the Reporting Persons).
ADAR1 Partners, LP holds 13,417 ITM call options for Class A Common Stock.
The GP, IM and Daniel Schneeberger are filing jointly with the Fund
as a result of their dispositive power over the shares as a result of
their position with respect to the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 20,000,000 shares of Class A Common Stock
Issued and outstanding as of May 13, 2022, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
CUSIP No. 311875108 SCHEDULE 13G Page 5
1 Names of Reporting Persons
Daniel Schneeberger
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Swiss
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,341,700 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,341,700 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,341,700 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
6.709%
12 Type of Reporting Person (See Instructions)
IN, Reporting Person is an individual
(1)This Schedule 13G is being filed jointly by ADAR1 Partners, LP (the Fund),
ADAR1 Capital Management GP LLC as general partner of the Fund (the GP),
ADAR1 Capital Management, LLC as investment manager of the Fund (the IM),
and Daniel Schneeberger as manager of the GP and IM (together, the Fund, GP,
IM and Daniel Schneeberger are the Reporting Persons).
ADAR1 Partners, LP holds 13,417 ITM call options for Class A Common Stock.
The GP, IM and Daniel Schneeberger are filing jointly with the Fund
as a result of their dispositive power over the shares as a
result of their position with respect to the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 20,000,000 shares of Class A Common Stock
Issued and outstanding as of May 13, 2022, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
CUSIP No. 311875108 SCHEDULE 13G Page 6
Item 1(a). Name of Issuer.
FAST Acquisition Corp., a Delaware corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
109 Old Branchville Rd. Ridgefield, CT 06877
Item 2(a). Name of Person Filing.
This Schedule 13G is being filed jointly by ADAR1 Partners, LP
(the Fund), ADAR1 Capital Management GP LLC as general partner of the Fund
(the GP), ADAR1 Capital Management, LLC as investment manager of the Fund
(the IM), and Daniel Schneeberger as manager of the GP and IM (together,
the Fund, GP, IM and Daniel Schneeberger are the Reporting Persons).
Item 2(b). Address of Principal Business Office or, if none,
Residence.
325 Ranch Road 620 South, Suite 200, Austin, TX 78738
Item 2(c). Citizenship.
ADAR1 Partners, LP is a Delaware limited partnership
ADAR1 Capital Management GP, LLC, is a Texas limited liability company
ADAR1 Capital Management, LLC, is a Texas limited liability company
Daniel Schneeberger is a Swiss citizen
Item 2(d). Title of Class of Securities.
Class A Common stock, $0.0001 par value
Item 2(e). CUSIP Number.
311875108
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 311875108 SCHEDULE 13G Page 7
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(K) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ______
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of Pages 2, 3, 4 and 5
of this Schedule 13G, which Items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a
Class.
Not applicable.
CUSIP No. 311875108 SCHEDULE 13G Page 8
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, Daniel Schneeberger certifies that, to
the best of his knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 311875108 SCHEDULE 13G Page 9
Signature
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: July 27, 2022
ADAR1 Partners, LP
ADAR1 Capital Management GP LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager of General Partner,
ADAR1 Capital Management GP LLC
ADAR1 Capital Management GP LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager
ADAR1 Capital Management LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager
Daniel Schneeberger
/s/ Daniel Schneeberger
________________________
Name: Daniel Schneeberger
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13G (including additional amendments thereto) with
respect to the shares of Class A Common Stock of FAST Acquisition Corp.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Date: July 27, 2022
ADAR1 Partners, LP
ADAR1 Capital Management GP LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager of General Partner,
ADAR1 Capital Management GP LLC
ADAR1 Capital Management GP LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager
ADAR1 Capital Management LLC
/s/ Daniel Schneeberger
________________________
By: Daniel Schneeberger
its: Manager
Daniel Schneeberger
/s/ Daniel Schneeberger
________________________
Name: Daniel Schneeberger
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)