MidOcean Partners V, L.P. - 15 Jun 2023 Form 4 Insider Report for Holley Inc. (HLLY)

Role
10%+ Owner
Signature
/s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P.
Issuer symbol
HLLY
Transactions as of
15 Jun 2023
Net transactions value
+$14,344
Form type
4
Filing time
28 Jun 2023, 20:11:43 UTC

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $346 +99 +0% $3.50 10,239,893 15 Jun 2023 Direct F1, F2, F3
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $3.5 +1 +0% $3.50 51,457 15 Jun 2023 By MidOcean Partners V Executive, L.P. F1, F2, F4
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $8,009 +2,289 +0.02% $3.50 10,242,182 16 Jun 2023 Direct F1, F2, F3, F5
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $38.49 +11 +0.02% $3.50 51,468 16 Jun 2023 By MidOcean Partners V Executive, L.P. F1, F2, F4, F5
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $343 +98 +0% $3.50 10,242,280 22 Jun 2023 Direct F1, F2, F3
transaction HLLY Common Stock Small acquisition under Rule 16a-6 $3.5 +1 +0% $3.50 51,469 22 Jun 2023 By MidOcean Partners V Executive, L.P. F1, F2, F4
transaction HLLY Common Stock Purchase $5,572 +1,592 +0.02% $3.50 10,243,872 26 Jun 2023 Direct F1, F3
transaction HLLY Common Stock Purchase $28 +8 +0.02% $3.50 51,477 26 Jun 2023 By MidOcean Partners V Executive, L.P. F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.
F2 Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).
F3 MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
F4 MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
F5 This transaction was executed in multiple trades during the day at prices ranging from $3.49 to $3.50, inclusive. The weighted-average price is reported above. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.