Sec Form 13D Filing - Shannon Thomas F. filing for Bowlero Corp. (BOWL) - 2023-03-13

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons.

  Thomas F. Shannon

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  25,084,163

  Shared Voting Power

  77,555,373

  Sole Dispositive Power

  25,084,163

  Shared Dispositive Power

  77,555,373

  Aggregate Amount Beneficially Owned by Each Reporting Person

  77,555,373

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  41.4%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons.

  Cobalt Recreation LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  52,471,210

  Sole Dispositive Power

  0

  Shared Dispositive Power

  52,471,210

  Aggregate Amount Beneficially Owned by Each Reporting Person

  52,471,210

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  32.4%

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons.

  The Cobalt Group LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  52,471,210

  Sole Dispositive Power

  0

  Shared Dispositive Power

  52,471,210

  Aggregate Amount Beneficially Owned by Each Reporting Person

  52,471,210

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  32.4%

  Type of Reporting Person (See Instructions)

  OO

Source and Amount of Funds or Other Consideration

Purpose of Transaction

Interest in Securities of the Issuer

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 109,725,694 shares of Class A Common Stock outstanding as of February 8, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on February 15, 2023 and assumes the conversion of all the shares of Class B Common Stock and stock options beneficially owned by the Reporting Persons to shares of Class A Common Stock. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer beneficially owned by A-B Parent LLC or Atairos Group, Inc. as parties to the Stockholders Agreement described in Item 6 of the Schedule 13D. A-B Parent LLC and Atairos Group, Inc. have separately filed Schedule 13Ds and amendments thereto with respect to their beneficial ownership of the Issuer’s securities.

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Cobalt Recreation LLC holds 52,471,210 shares of Class B Common Stock, Mr. Shannon holds 8,348,227 shares of Class B Common Stock and stock options exercisable for 16,735,936 shares of Class B Common Stock. The Cobalt Group LLC is the managing member of Cobalt Recreation LLC and Mr. Shannon is the managing member of The Cobalt Group LLC.

Except as already reported in Amendment No. 1 to this Schedule 13D, the Reporting Person mentioned in Item 4 to this Amendment No. 2 to this Schedule 13D has effected the following transactions in the reported securities in the 60-days preceding the date of the cover pages hereto. All the sales listed below were effected by such Reporting Person in public market transactions pursuant to the previously adopted Rule 10b5-1 Plan.

Name of Security:

Action

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Restricted Stock Units

Class A Common Stock

Class A Common Stock

Restrcited Stock Units

Class B Common Stock

Class A Common Stock

Class A Common Stock

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.33, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.36, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.00, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.20, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.02, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

The Restricted Stock Units (“RSUs”) were received pursuant to the terms of a certain business combination agreement entererd into in connection with the acquisition by the Issuer of Bowlero Corp. (the “Acquisition”). 50% of the RSUs will vest if the closing share price of the Class A Common Stock equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and 50% of the RSUs will vest if the closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and will otherwise be forfeited on the 5-year anniversary of the closing of the Acquisition.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.01, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the conversion of RSUs into shares of Class B Common Stock on a one-for-one basis. The RSUs were received pursuant to the terms of a certain business combination agreement entered into in connection with the Acquisition.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.25, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.47, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

No person other than the Reporting Persons disclosed in this Schedule 13D has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer