Thomas F. Shannon - Dec 15, 2021 Form 4 Insider Report for Bowlero Corp. (BOWL)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
Thomas F. Shannon By: /s/ Brett Parker, as attorney-in-fact for Thomas F. Shannon
Stock symbol
BOWL
Transactions as of
Dec 15, 2021
Transactions value $
$0
Form type
4
Date filed
12/17/2021, 07:47 PM
Next filing
Jan 10, 2022

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
transaction BOWL Class B Common Stock Award +4.42M 4.42M Dec 15, 2021 Class A Common Stock 4.42M Direct F1, F2
transaction BOWL Class B Common Stock Award $0 +1.42M +32.21% $0.00 5.84M Dec 15, 2021 Class A Common Stock 1.42M Direct F1, F2
transaction BOWL Class B Common Stock Award +52.5M 52.5M Dec 15, 2021 Class A Common Stock 52.5M See footnote F1, F2, F10
transaction BOWL Restricted Stock Units Award +9.8M 9.8M Dec 15, 2021 Class B Common Stock 9.8M See footnote F3, F10
transaction BOWL Stock Option (Right to Buy) Award $0 +483K $0.00 483K Dec 15, 2021 Class B Common Stock 483K $10.00 Direct
transaction BOWL Stock Option (Right to Buy) Award $0 +1.36M $0.00 1.36M Dec 15, 2021 Class B Common Stock 1.36M $10.00 Direct F4
transaction BOWL Stock Option (Right to Buy) Award $0 +1.36M $0.00 1.36M Dec 15, 2021 Class B Common Stock 1.36M $12.00 Direct F5
transaction BOWL Stock Option (Right to Buy) Award $0 +1.36M $0.00 1.36M Dec 15, 2021 Class B Common Stock 1.36M $14.00 Direct F6
transaction BOWL Stock Option (Right to Buy) Award $0 +1.36M $0.00 1.36M Dec 15, 2021 Class B Common Stock 1.36M $16.00 Direct F7
transaction BOWL Stock Option (Right to Buy) Award $0 +1.36M $0.00 1.36M Dec 15, 2021 Class B Common Stock 1.36M $18.00 Direct F8
transaction BOWL Stock Option (Right to Buy) Award +3.56M 3.56M Dec 15, 2021 Class B Common Stock 3.56M $4.13 Direct F9
transaction BOWL Stock Option (Right to Buy) Award +12.2M 12.2M Dec 15, 2021 Class B Common Stock 12.2M $7.92 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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").
F3 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.
F4 The stock options will vest and become exercisable in one-third installments on the first, second and third anniversaries of December 15, 2021.
F5 The stock options will vest and become exercisable in one-third installments on the second, third and fourth anniversaries of December 15, 2021.
F6 The stock options will vest and become exercisable in one-third installments on the third, fourth and fifth anniversaries of December 15, 2021.
F7 The stock options will vest and become exercisable in one-third installments on the fourth, fifth and sixth anniversaries of December 15, 2021.
F8 The stock options will vest and become exercisable in one-third installments on the fifth, sixth and seventh anniversaries of December 15, 2021.
F9 Represents stock options received in connection with the Acquisition in exchange for stock options of Legacy Bowlero.
F10 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.