Jonathan Miles Wagner - Mar 11, 2024 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: Chief Technology Officer
Signature: /s/ Jonathan Miles Wagner
Stock symbol: SEAT
Transactions as of: Mar 11, 2024
Transactions value $: -$168,947
Form type: 4
Date filed: 3/13/2024, 04:26 PM
Previous filing: Jan 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class A Common Stock	Options Exercise		+69.7K	+77.81%		159K	Mar 11, 2024	Direct	F1
transaction	SEAT	Class A Common Stock	Options Exercise		+10.2K	+6.37%		170K	Mar 11, 2024	Direct	F1
transaction	SEAT	Class A Common Stock	Sale	-$169K	-29.6K	-17.45%	$5.71	140K	Mar 12, 2024	Direct	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	Restricted Stock Units	Options Exercise	$0	-69.7K	-33.33%	$0.00	139K	Mar 11, 2024	Class A Common Stock	69.7K		Direct	F1, F4
transaction	SEAT	Restricted Stock Units	Options Exercise	$0	-10.2K	-20%	$0.00	40.6K	Mar 11, 2024	Class A Common Stock	10.2K		Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock.
F2	Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.
F3	Represents the weighted average sale price of multiple transactions at prices ranging from $5.71 to $5.71 per share. The reporting person undertakes to provide, upon request from the staff of the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F4	One-third of the RSUs vested and settled on March 11, 2024. The remainder of the RSUs will vest and settle in quarterly installments thereafter such that the RSUs will become fully vested on March 11, 2026. The RSUs do not have an expiration date.
F5	One-third of the RSUs vested and settled on March 11, 2023. The remainder of the RSUs vested and settled or will vest and settle, as applicable, in quarterly installments thereafter such that the RSUs will become fully vested on March 11, 2025. The RSUs do not have an expiration date.