A-B Parent LLC - Dec 15, 2021 Form 4 Insider Report for Bowlero Corp. (BOWL)

Role
Director, 10%+ Owner
Signature
A-B Parent LLC, /s/ David Caplan, Name: David Caplan, Title: Vice President
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 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOWL Class A Common Stock Award +63.4M 63.4M Dec 15, 2021 Direct F1

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 Preferred Stock Award +105K 105K Dec 15, 2021 Class A Common Stock Direct F2
transaction BOWL Restricted Stock Units Award +9.8M 9.8M Dec 15, 2021 Class A Common Stock 9.8M Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for shares of common stock of Bowlero Corp. ("Former Bowlero") in connection with the business combination between the Issuer and Former Bowlero (the "Merger").
F2 Received in exchange for shares of common stock of Former Bowlero in connection with the Merger. These shares are convertible at any time into 76.9231 shares of Class A Common Stock of Issuer per $1,000 liquidation preference of the Preferred Stock, subject to adjustment in accordance with the Certificate of Designation of the Issuer and have an initial liquidation preference of $1,000 per share. The Preferred Stock does not expire.
F3 Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Former Bowlero (the "Merger Agreement") to the extent that the Class A Common Stock achieves certain hurdles.
F4 (i) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $15.00 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the closing date of the Merger (the "Closing"), and (ii) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the Closing.
F5 If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited.

Remarks:

This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, hers or its pecuniary interest therein.