Jonathan Miles Wagner - 10 Mar 2023 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: Chief Technology Officer
Signature: /s/ Jonathan Miles Wagner
Issuer symbol: SEAT
Transactions as of: 10 Mar 2023
Net transactions value: -$82,769
Form type: 4
Filing time: 14 Mar 2023, 18:35:16 UTC
Previous filing: 23 Jan 2023
Next filing: 21 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class A Common Stock	Options Exercise		+40,610	+188%		62,217	11 Mar 2023	Direct	F1
transaction	SEAT	Class A Common Stock	Sale	$82,769	-11,757	-19%	$7.04	50,460	13 Mar 2023	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	-40,610	-33%	$0.000000	81,222	11 Mar 2023	Class A Common Stock	40,610		Direct	F1, F4
transaction	SEAT	Restricted Stock Units	Award	$0	+209,205		$0.000000	209,205	10 Mar 2023	Class A Common Stock	209,205		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 the aggregate number of shares sold by the Reporting Person solely to cover required taxes and fees due upon the vesting and settlement of RSUs.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.04 to $7.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes.
F4	The RSUs have vested and settled with respect to one third of the RSUs and will vest and settle in equal quarterly installments such that the RSUs will become fully vested on March 11, 2025. The RSUs do not have an expiration date.
F5	The RSUs will vest and settle with respect to one third of the RSUs on March 10, 2024 and in equal quarterly installments thereafter such that the RSUs will become fully vested on March 10, 2026. The RSUs do not have an expiration date.