| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BOWL | Restricted Stock Units | Award | +149 | +0% | 9.88M | Feb 23, 2023 | Class A Common Stock | 149 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement"). The Earnout Shares vest to the extent that the Class A Common Stock achieves certain hurdles as follows: (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 of the transactions contemplated by the Merger Agreement (the "Closing"), and |
| F2 | (con't from footnote 1)(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. The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. 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. |
| F3 | Includes 58,536 restricted stock units ("RSUs") acquired from award of Issuer's restricted stock units for non-employee directors pursuant to the Issuer's director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock and will vest on the earlier of (i) December 14, 2023 and (ii) the Issuer's first regular annual meeting following December 14, 2022. |