Sec Form 4 Filing - MidOcean Partners V, L.P. @ Holley Inc. - 2023-06-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MidOcean Partners V, L.P. 2. Issuer Name and Ticker or Trading Symbol Holley Inc. [ HLLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MIDOCEAN PARTNERS, 245 PARK AVE., 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2023 (Street) NEW YORK, NY10167 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/15/2023( 1 )( 2 ) L 99 A $ 3.5 10,239,893 D ( 3 ) Common Stock 06/15/2023( 1 )( 2 ) L 1 A $ 3.5 51,457 I By MidOcean Partners V Executive, L.P. ( 4 ) Common Stock 06/16/2023( 1 )( 2 ) L 2,289 A $ 3.4987 ( 5 ) 10,242,182 D ( 3 ) Common Stock 06/16/2023( 1 )( 2 ) L 11 A $ 3.4987 ( 5 ) 51,468 I By MidOcean Partners V Executive, L.P. ( 4 ) Common Stock 06/22/2023( 1 )( 2 ) L 98 A $ 3.5 10,242,280 D ( 3 ) Common Stock 06/22/2023( 1 )( 2 ) L 1 A $ 3.5 51,469 I By MidOcean Partners V Executive, L.P. ( 4 ) Common Stock 06/26/2023( 1 ) P 1,592 A $ 3.5 10,243,872 D ( 3 ) Common Stock 06/26/2023( 1 ) P 8 A $ 3.5 51,477 I By MidOcean Partners V Executive, L.P. ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MidOcean Partners V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X MIDOCEAN PARTNERS V EXECUTIVE, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X MIDOCEAN ASSOCIATES V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X VIRTUE J EDWARD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X Signatures /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P. 06/28/2023 Signature of Reporting Person Date /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P. 06/28/2023 Signature of Reporting Person Date /s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P. 06/28/2023 Signature of Reporting Person Date /s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, LTD. 06/28/2023 Signature of Reporting Person Date /s/ James Edward Virtue 06/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023. ( 2 )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). ( 3 )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. ( 4 )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. ( 5 )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.

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).

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