SEC Form 4: Wilson Michelle D converted options into 5,814,636 shares, returned 1,925,855 shares to the company and was granted 50,000 shares
$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 | ||||||
| Class A common stock | 12/15/2021 | M | 5,814,636 | A | (1) | 5,814,736 | I | See footnote(2)(3) | ||
| Class A common stock | 12/15/2021 | D | 1,925,855 | D | (1) | 3,888,881 | I | See footnote(2)(3) | ||
| Class A common stock | 12/15/2021 | A | 50,000 | A | $10(4) | 3,938,881 | D(4) | |||
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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 | M(1) | 5,814,636 | (1) | (1) | Class A common stock | 5,814,636 | (1) | 0 | I | See footnote(2) | |||
| Warrants | $11.5 | 12/15/2021 | A(5) | 3,963,458 | (5) | (5) | Class A common stock | 3,963,458 | $1.5(5) | 3,963,458 | I | See footnote(2) | |||
| Explanation of Responses: |
| 1. As described in the Issuer's registration statement on Form S-1 (File No. 333-252283), under the heading "Description of securities - Founder shares", upon consummation of the Issuer's initial business combination and waiver of anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis. The Issuer's initial business combination was consummated on December 15, 2021. Upon closing of its initial business combination, the Sponsor forfeited 1,925,855 shares of Class A common stock for cancellation by the Issuer. |
| 2. Michelle Wilson is a managing member of Isos Acquisition Sponsor LLC (the "Sponsor") and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Ms. Wilson may be deemed to possess beneficial ownership of the 3,888,781 securities held directly by the Sponsor. Ms. Wilson disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3. Includes 100 shares of Class A common stock of the Issuer acquired by the Reporting Person on March 3, 2021. |
| 4. Pursuant to that certain Subscription Agreement dated July 1, 2021, by and between the Issuer and the Reporting Person, the Reporting Person purchased an aggregate of 50,000 shares of Class A common stock of the Issuer on December 15, 2021, in a private placement that was consummated in connection with the Issuer's initial business combination. |
| 5. These warrants were issued and sold by the Issuer to the Sponsor in a private placement that closed concurrently with the closing of the Issuer's initial public offering, on March 5, 2021. The warrants will become exercisable on March 5, 2021, which is 12 months from the closing of the Issuer's initial public offering. The warrants will expire on December 15, 2026, which is five years after the completion of the Issuer's initial business combination, or earlier upon redemption or liquidation. Each whole warrant will entitle the holder thereof to purchase one share of Class A common stock as a price of $11.50 per share (subject to adjustment). These warrants are being reported as having been acquired on December 15, 2021, due to satisfaction of a condition precedent through the closing of the initial business combination. |
| /s/ Michelle Wilson | 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. | ||