Eldridge Industries, LLC - 05 Jul 2022 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: 10%+ Owner
Signature: /s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory
Issuer symbol: SEAT
Transactions as of: 05 Jul 2022
Net transactions value: $0
Form type: 4
Filing time: 07 Jul 2022, 18:00:38 UTC
Previous filing: 18 Oct 2021
Next filing: 06 Oct 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class A Common Stock	Award		+1,239,999	+2.4%		53,297,172	05 Jul 2022	See Footnotes	F1, F2, F3

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	SEAT	Warrants (Rights to Acquire)	Disposed to Issuer		-5,166,666	-44%		6,519,791	05 Jul 2022	Class A Common Stock	5,166,666	$11.50	See Footnotes	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Prospectus/Offer to Exchange that is included in the Registration Statement on Form S-4, initially filed by the Issuer with the SEC on May 26, 2022, the Reporting Person tendered Warrants to acquire Class A common stock ("Class A Common") and received .24 shares of Class A Common per Warrant.
F2	With respect to the reported securities, Horizon Sponsor, LLC ("Sponsor") directly holds 16,789,999 of the reported shares of Class A Common and all of the reported warrants to acquire shares of Class A Common and Post Portfolio Trust, LLC ("Post Portfolio") directly holds 36,507,173 of the reported shares of Class A Common.
F3	Each of the Sponsor and Post Portfolio is indirectly controlled by Eldridge Industries, LLC. Todd L. Boehly is the indirect controlling member of Eldridge Industries, LLC and, in such capacity, may be deemed to have voting and dispositive power over the reported securities. Each of the foregoing persons disclaims beneficial ownership except to the extent of such person's pecuniary interest therein. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, Sponsor, Post Portfolio, and Eldridge Industries may be deemed directors by deputization with respect to the Issuer.