Thomas F. Shannon - Jan 18, 2022 Form 4 Insider Report for Bowlero Corp. (BOWL)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Brett Parker, as Attorney-in-Fact for Thomas F. Shannon
Stock symbol: BOWL
Transactions as of: Jan 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/25/2022, 06:29 PM
Previous filing: Jan 10, 2022
Next filing: Feb 7, 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	Restricted Stock Units	Award		+71	+0%		9.8M	Jan 18, 2022	Class B Common Stock	71		See Footnote	F1, F2, F3
transaction	BOWL	Restricted Stock Units	Award		+844	+0.01%		9.8M	Jan 18, 2022	Class B Common Stock	844		See Footnote	F1, F2, F3
transaction	BOWL	Restricted Stock Units	Award		+2.9K	+0.03%		9.81M	Jan 21, 2022	Class B Common Stock	2.9K		See Footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	The Restricted Stock Units ("RSUs") were received pursuant to the terms of the Business Combination Agreement in connection with the acquisition by the Issuer of Bowlero Corp. (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.
F2	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).
F3	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.