Hoya Topco, LLC - 22 May 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
Issuer symbol: SEAT
Transactions as of: 22 May 2023
Net transactions value: -$122,880,000
Form type: 4
Filing time: 24 May 2023, 17:30:18 UTC
Previous filing: 18 Oct 2021
Next filing: 12 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class B Common Stock	Other	$0	-16,000,000	-13%	$0.000000	108,200,000	22 May 2023	Direct	F1
transaction	SEAT	Class A Common Stock	Conversion of derivative security	$0	+16,000,000		$0.000000	16,000,000	22 May 2023	Direct
transaction	SEAT	Class A Common Stock	Sale	$122,880,000	-16,000,000	-100%	$7.68	0	22 May 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	-16,000,000	-14%	$0.000000	102,200,000	22 May 2023	Class A Common Stock	16,000,000		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.