Thomas F. Shannon - Sep 2, 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
Sep 2, 2022
Transactions value $
$0
Form type
4
Date filed
9/7/2022, 05:56 PM
Previous filing
Aug 19, 2022
Next filing
Dec 14, 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 +1.93K +0.02% 9.82M Sep 2, 2022 Class B Common Stock 1.93K 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.
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.