Statement of Changes in Beneficial Ownership (4)
January 11 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
A-B Parent LLC |
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp.
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BOWL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS AVENUE, STE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2021 |
(Street)
BRYN MAWR, PA 19010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (1)(2) | 12/22/2021 | | A | | 53 | | (1)(2) | (1)(2) | Class A Common Stock | 53 | (1)(2) | 9802465 | D | |
Restricted Stock Units | (1)(2) | 12/27/2021 | | A | | 844 | | (1)(2) | (1)(2) | Class A Common Stock | 844 | (1)(2) | 9803309 | D | |
Explanation of Responses: |
(1) | Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement"). The Earnout Shares vest to the extent that the Class A Common Stock achieves certain hurdles as follows: (i) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $15.00 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the closing of the transactions cotemplated by the Merger Agreement (the "Closing"), and (ii) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the Closing. |
(2) | The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited. |
Remarks: This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, hers or its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
A-B Parent LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 | X | X |
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Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 |
| X |
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Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 |
| X |
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Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 |
| X |
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Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 | X | X |
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Wagner Rachael A. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS AVENUE, STE 300 BRYN MAWR, PA 19010 | X | X |
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Signatures
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A-B Parent LLC, /s/ David Caplan, Name: David Caplan, Title: Vice President | | 1/11/2022 |
**Signature of Reporting Person | Date |
Atairos Group, Inc., /s/ David Caplan, Name: David Caplan, Title: Vice President | | 1/11/2022 |
**Signature of Reporting Person | Date |
Atairos Partners, L.P., /s/ David Caplan, Name: David Caplan, Title: Vice President | | 1/11/2022 |
**Signature of Reporting Person | Date |
Atairos Partners GP, Inc., /s/ David Caplan, Name: David Caplan, Title: Vice President | | 1/11/2022 |
**Signature of Reporting Person | Date |
Michael J. Angelakis, /s/ David Caplan, attorney-in-fact for Michael Angelakis | | 1/11/2022 |
**Signature of Reporting Person | Date |
Rachael Wagner, /s/ David Caplan, attorney-in-fact for Rachael Wagner | | 1/11/2022 |
**Signature of Reporting Person | Date |
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