Statement of Changes in Beneficial Ownership (4)
October 28 2022 - 3:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Barrios George A. |
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp.
[
BOWL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BOWLERO CORP., 7313 BELL CREEK ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2022 |
(Street)
MECHANICSVILLE, VA 23111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock (1) | 5/6/2022 | | M | | 1163671 | A | $3.406 | 4061419 | I | See footnote (2) |
Class A Common Stock (3) | | | | | | | | 71000 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant (right to buy) (1) | $3.406 | 5/16/2022 | | M | | | 3963460 | 3/5/2021 | 12/15/2026 | Common Stock | 1163671 | $0 | 0 | I | See footnote (2) |
Explanation of Responses: |
(1) | Bowlero Corp. (the "Issuer") mandatorily redeemed all of its unexercised warrants to purchase shares of the Issuer's Class A common stock (the "common stock") on May 16, 2022. Each whole warrant entitled the holder thereof to purchase one share of common stock as a price of $11.5 per share (subject to adjustment). Pursuant to the terms of the redemption, each holder of warrants could exercise its warrants for cash at $11.5 per share or could exercise the warrants on a cashless basis and receive 0.2936 shares of common stock per warrant exercised. In connection with the redemption Isos Acquisition Sponsor LLC (the "Sponsor") exercised all of its warrants on a cashless basis to purchase 1,163,671 shares of common stock for $3.406 a share (at the rate of 0.2936 shares per warrant exercised). |
(2) | George Barrios is a managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Barrios may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Barrios disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | Pursuant to that certain Subscription Agreement dated July 1, 2021, by and between the Issuer and the Reporting Person, the Reporting Person purchased an aggregate of 50,000 shares of Class A common stock of the Issuer on December 15, 2021, in a private placement that was consummated in connection with the Issuer's initial business combination. Also includes 21,000 restricted stock units representing a contingent right to receive one share of common stock, which will vest on the date of the Issuer's next regular annual meeting, which will be on December 14, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Barrios George A. C/O BOWLERO CORP. 7313 BELL CREEK ROAD MECHANICSVILLE, VA 23111 | X |
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Signatures
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/s/ Jason Cohen, Attorney-in-Fact | | 10/28/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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