Hoya Topco, LLC - May 22, 2023 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: 10%+ Owner
Signature: Hoya Topco, LLC, /s/ Stanley Chia, as President of Hoya Topco, LLC
Stock symbol: SEAT
Transactions as of: May 22, 2023
Transactions value $: -$122,880,000
Form type: 4
Date filed: 5/24/2023, 05:30 PM
Previous filing: Oct 18, 2021
Next filing: Jul 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class B Common Stock	Other	$0	-16M	-12.88%	$0.00	108M	May 22, 2023	Direct	F1
transaction	SEAT	Class A Common Stock	Conversion of derivative security	$0	+16M		$0.00	16M	May 22, 2023	Direct
transaction	SEAT	Class A Common Stock	Sale	-$123M	-16M	-100%	$7.68	0	May 22, 2023	Direct

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	LLC Units of Hoya Intermediate, LLC	Conversion of derivative security	$0	-16M	-13.54%	$0.00	102M	May 22, 2023	Class A Common Stock	16M		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into Class A Common Stock.
F2	The Intermediate Common Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.