Hoya Topco, LLC - 12 Dec 2023 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: 10%+ Owner
Signature: /s/ Stanley Chia, as President of Hoya Topco, LLC
Issuer symbol: SEAT
Transactions as of: 12 Dec 2023
Net transactions value: -$147,108,000
Form type: 4
Filing time: 13 Dec 2023, 19:29:28 UTC
Previous filing: 12 Jul 2023
Next filing: 03 Nov 2025
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	Conversion of derivative security	$0	+23,575,000		$0.000000	23,575,000	12 Dec 2023	Direct
transaction	SEAT	Class A Common Stock	Sale	$147,108,000	-23,575,000	-100%	$6.24	0	12 Dec 2023	Direct
transaction	SEAT	Class B Common Stock	Other	$0	-23,575,000	-22%	$0.000000	82,225,000	12 Dec 2023	Direct	F1, F2

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	-23,575,000	-24%	$0.000000	76,225,000	12 Dec 2023	Class A Common Stock	23,575,000		Direct	F3

* 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 shares of Class B Common Stock in connection with the exchange of LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into shares of Class A Common Stock, as described in Note 3 below.
F2	Includes 6,000,000 shares of Class B Common Stock issuable upon the exchange of an equal number of Class B Warrants held by the reporting person, as previously reported.
F3	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.