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

Role: 10%+ Owner
Signature: /s/ Stanley Chia, as President of Hoya Topco, LLC
Stock symbol: SEAT
Transactions as of: Dec 12, 2023
Transactions value $: -$147,108,000
Form type: 4
Date filed: 12/13/2023, 07:29 PM
Previous filing: Jul 12, 2023

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	+23.6M		$0.00	23.6M	Dec 12, 2023	Direct
transaction	SEAT	Class A Common Stock	Sale	-$147M	-23.6M	-100%	$6.24	0	Dec 12, 2023	Direct
transaction	SEAT	Class B Common Stock	Other	$0	-23.6M	-22.28%	$0.00	82.2M	Dec 12, 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	-23.6M	-23.62%	$0.00	76.2M	Dec 12, 2023	Class A Common Stock	23.6M		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.