Large owner Hoya Topco, Llc disposed of 3,811,250 units of Class B Common Stock, was granted 243,691 shares, converted options into 2,304,513 shares and disposed of 2,548,204 shares, closing all direct ownership in the company (SEC Form 4)
$SEAT
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class B Common Stock | 10/30/2025 | J(2) | 1,506,737 | D | $0 | 2,304,513(1) | D | |||
| Class A Common Stock | 10/31/2025 | A | 243,691 | A | (3) | 243,691 | D | |||
| Class A Common Stock | 10/31/2025 | C | 2,304,513 | A | $0 | 2,548,204 | D | |||
| Class A Common Stock | 10/31/2025 | J(2) | 2,548,204 | D | $0 | 0 | D | |||
| Class B Common Stock | 10/31/2025 | J(4) | 2,304,513 | D | $0 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| LLC Units of Hoya Intermediate, LLC | (5) | 10/30/2025 | J(2) | 1,506,737 | (5) | (5) | Class A Common Stock | 1,506,737 | $0 | 2,304,513 | D | ||||
| Class B Warrants | (6) | 10/30/2025 | J(6) | 79,068 | (6) | (6) | Class B Common Stock | 79,068 | (6) | 120,932 | D | ||||
| LLC Units of Hoya Intermediate, LLC | (5) | 10/31/2025 | C | 2,304,513 | (5) | (5) | Class A Common Stock | 2,304,513 | $0 | 0 | D | ||||
| Class B Warrants | (6) | 10/31/2025 | J(6) | 120,932 | (6) | (6) | Class B Common Stock | 120,932 | (6) | 0 | D | ||||
| Class A Warrants | (6) | 10/31/2025 | J(6) | 120,932 | (6) | (6) | Class A Common Stock | 120,932 | (6) | 120,932 | D | ||||
| Class A Warrants | (6) | 10/31/2025 | J(2) | 120,932 | (6) | (6) | Class A Common Stock | 120,932 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. All information in this Form 4 reflects the impact of the Issuer's 1-for-20 reverse stock split on August 5, 2025. |
| 2. Represents a pro-rata distribution in-kind by Hoya Topco, LLC to its members for no consideration. |
| 3. Issued as consideration for the complete and full termination of all rights and obligations under the Tax Receivable Agreement, dated October 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "TRA"), other than certain terms thereof that will expressly survive. |
| 4. Represents the cancellation for no consideration of shares of Class B Common Stock in connection with the exchange of LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into shares of Class A Common Stock. |
| 5. Intermediate Common Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. |
| 6. Pursuant to the terms of the Amended and Restated Corporation Warrant Agreements entered into between the Issuer, the Reporting Persons and the other parties thereto, the Reporting Person's warrants to purchase Class B Common Stock were canceled and converted into 100,000 warrants to purchase Class A Common Stock at $200 per share (the "$200 Class A Warrants") and 100,000 warrants to purchase Class A Common Stock at $300 per share (the "$300 Class A Warrants" and, together with the $200 Class A Warrants, the "Class A Warrants"). The Class A Warrants are presently exchangeable into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder. |
| Hoya Topco, LLC, By: /s/ Mark Anderson, Manager | 11/03/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||