SEC Form 4 filed by Shannon Thomas F.
$ISOS
| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ [BOWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Class B Common Stock | (1) | 12/15/2021 | A | 4,417,180 | (2) | (2) | Class A Common Stock | 4,417,180 | (2) | 4,417,180 | D | ||||
| Class B Common Stock | (1) | 12/15/2021 | A | 1,422,813 | (2) | (2) | Class A Common Stock | 1,422,813 | $0.00 | 5,839,993 | D | ||||
| Class B Common Stock | (1) | 12/15/2021 | A | 52,471,210 | (2) | (2) | Class A Common Stock | 52,471,210 | (2) | 52,471,210 | I | See footnote(10) | |||
| Restricted Stock Units | (3) | 12/15/2021 | A | 9,802,412 | (3) | 12/15/2026 | Class B Common Stock | 9,802,412 | (3) | 9,802,412 | I | See footnote(10) | |||
| Stock Option (Right to Buy) | $10 | 12/15/2021 | A | 482,784 | 12/15/2021 | 12/15/2031 | Class B Common Stock | 482,784 | $0.00 | 482,784 | D | ||||
| Stock Option (Right to Buy) | $10 | 12/15/2021 | A | 1,356,250 | (4) | 12/15/2031 | Class B Common Stock | 1,356,250 | $0.00 | 1,356,250 | D | ||||
| Stock Option (Right to Buy) | $12 | 12/15/2021 | A | 1,356,250 | (5) | 12/15/2031 | Class B Common Stock | 1,356,250 | $0.00 | 1,356,250 | D | ||||
| Stock Option (Right to Buy) | $14 | 12/15/2021 | A | 1,356,250 | (6) | 12/15/2031 | Class B Common Stock | 1,356,250 | $0.00 | 1,356,250 | D | ||||
| Stock Option (Right to Buy) | $16 | 12/15/2021 | A | 1,356,250 | (7) | 12/15/2031 | Class B Common Stock | 1,356,250 | $0.00 | 1,356,250 | D | ||||
| Stock Option (Right to Buy) | $18 | 12/15/2021 | A | 1,356,250 | (8) | 12/15/2031 | Class B Common Stock | 1,356,250 | $0.00 | 1,356,250 | D | ||||
| Stock Option (Right to Buy) | $4.13 | 12/15/2021 | A | 3,563,684 | 12/31/2015 | 12/15/2031 | Class B Common Stock | 3,563,684 | (9) | 3,563,684 | D | ||||
| Stock Option (Right to Buy) | $7.92 | 12/15/2021 | A | 12,237,385 | 12/31/2015 | 12/15/2031 | Class B Common Stock | 12,237,385 | (9) | 12,237,385 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") are convertible into shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") at the option of the holder on a one-to-one basis, and will automatically convert to shares of Class A Common Stock upon (i) Mr. Shannon ceasing to beneficially own at least 10% of the Issuer's outstanding common stock, (ii) the death or disability of Mr. Shannon, (iii) the employment of Mr. Shannon as the CEO of the Issuer being terminated for cause, and (iv) the fifteenth anniversary of the closing of the Acquisition (as defined below). |
| 2. Represents shares of Class B Common Stock of the Issuer received in exchange for shares of capital stock of Bowlero. Corp ("Legacy Bowlero") in connection with the acquisition by the Issuer of Legacy Bowlero (the "Acquisition"). |
| 3. The Restricted Stock Units ("RSUs") were received in connection with the Acquisition. 50% of the RSUs will vest if the closing share price of the Class A Common Stock equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and 50% of the RSUs will vest if the closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and will otherwise be forfeited on the 5-year anniversary of the closing of the Acquisition. |
| 4. The stock options will vest and become exercisable in one-third installments on the first, second and third anniversaries of December 15, 2021. |
| 5. The stock options will vest and become exercisable in one-third installments on the second, third and fourth anniversaries of December 15, 2021. |
| 6. The stock options will vest and become exercisable in one-third installments on the third, fourth and fifth anniversaries of December 15, 2021. |
| 7. The stock options will vest and become exercisable in one-third installments on the fourth, fifth and sixth anniversaries of December 15, 2021. |
| 8. The stock options will vest and become exercisable in one-third installments on the fifth, sixth and seventh anniversaries of December 15, 2021. |
| 9. Represents stock options received in connection with the Acquisition in exchange for stock options of Legacy Bowlero. |
| 10. Held directly by Cobalt Recreation LLC. The managing member of Cobalt Recreation LLC is The Cobalt Group LLC. The managing member of The Cobalt Group LLC is Mr. Shannon. Mr. Shannon disclaims beneficial ownership of the shares held by Cobalt Recreation LLC except to the extent of any pecuniary interest therein. |
| Remarks: |
| Thomas F. Shannon By: /s/ Brett Parker, as attorney-in-fact for Thomas F. Shannon | 12/17/2021 | |
| Cobalt Recreation LLC By: /s/ Brett Parker, as attorney-in-fact for Thomas F. Shannon | 12/17/2021 | |
| The Cobalt Group LLC By: /s/ Brett Parker, as attorney-in-fact for Thomas F. Shannon | 12/17/2021 | |
| ** 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. | ||