Thomas M. Finke - Feb 10, 2023 Form 4 Insider Report for ALLIANCE ENTERTAINMENT HOLDING CORP (AENT)

Role
Director
Signature
/s/ Thomas Finke
Stock symbol
AENT
Transactions as of
Feb 10, 2023
Transactions value $
$0
Form type
4
Date filed
2/13/2023, 05:01 PM
Previous filing
May 17, 2022
Next filing
May 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AENT Class A Common Stock Options Exercise $0 +1.2M $0.00 1.2M Feb 10, 2023 See Footnote F2, F3, F5
transaction AENT Class A Common Stock Options Exercise $0 +50K $0.00 50K Feb 10, 2023 Direct F5
transaction AENT Class A Common Stock Other $0 -1.2M -100% $0.00* 0 Feb 10, 2023 See Footnote F2, F3, F6
transaction AENT Class A Common Stock Other $0 +73.9K $0.00 73.9K Feb 10, 2023 See Footnote F6, F7
transaction AENT Class A Common Stock Other $0 +114K +227.73% $0.00 164K Feb 10, 2023 Direct F6

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 AENT Class B Common Stock Disposed to Issuer $0 -1.38M -53.4% $0.00 1.2M Feb 10, 2023 Class A Common Stock 1.38M See Footnote F1, F2, F3, F4
transaction AENT Class B Common Stock Options Exercise $0 -1.2M -100% $0.00* 0 Feb 10, 2023 Class A Common Stock 1.2M See Footnote F1, F2, F3, F5
transaction AENT Class B Common Stock Options Exercise $0 -50K -100% $0.00* 0 Feb 10, 2023 Class A Common Stock 50K Direct F1, F5
transaction AENT Warrant Other $0 +4.12M $0.00 4.12M Feb 10, 2023 Class A Common Stock 4.12M See Footnote F2, F3, F8
transaction AENT Warrant Other $0 -4.12M -100% $0.00* 0 Feb 10, 2023 Class A Common Stock 4.12M See Footnote F2, F3, F6, F8
transaction AENT Warrant Other $0 +250K $0.00 250K Feb 10, 2023 Class A Common Stock 250K See Footnote F6, F7, F8
transaction AENT Warrant Other $0 +387K $0.00 387K Feb 10, 2023 Class A Common Stock 387K Direct F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2 These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer.
F3 The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock.
F4 Represents the forfeiture of 1,375,000 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Alliance Entertainment Holding Corporation.
F5 Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.
F6 Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.
F7 The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F8 Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.