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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333- 231617) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.|
( 2 )As contemplated in connection with the initial public offering of the issuer, 62,500 shares of Class B common stock of the issuer were returned by the reporting person to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
( 3 )These shares represent Class B common stock held by Haymaker Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. Steven J. Heyer is the Chief Executive Officer and Director of the issuer, and is a managing member of the Sponsor. He has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Heyer may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Heyer disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Chief Executive Officer
|* 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).|