Hoya Topco, LLC - Oct 18, 2021 Form 3 Insider Report for Vivid Seats Inc. (SEAT)

Role: 10%+ Owner
Signature: /s/ Stanley Chia, as President of Hoya Topco, LLC
Stock symbol: SEAT
Transactions as of: Oct 18, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/18/2021, 09:48 PM
Next filing: May 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SEAT	Class B Common Stock						124M	Oct 18, 2021	See footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SEAT	LLC Units of Hoya Intermediate, LLC							Oct 18, 2021	Class A Common Stock	118M		See footnote	F1
holding	SEAT	Class B Warrants							Oct 18, 2021	Class B Common Stock	6M		See footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The LLC Units of Hoya Intermediate, LLC ("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.
F2	The Class B Warrants are exchangable for shares of Class B Common Stock on a one-for-one basis for an exercise price equal to the exercise price of the corresponding warrants to purchase Intermediate Common Units (the "Hoya Intermediate Warrants"). The Class B Warrants are exerciseable only upon the exervise of a corresponding Hoya Intermediate Warrant by Hoya Topco, LLC.