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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) (the "Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A 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 )(Continued from Footnote 1) On December 22, 2020, the issuer consummated its initial business combination (the "Business Combination") with ARKO Corp., a Delaware corporation. In connection with the Business Combination, each share of Class B Stock converted into Class A Stock.
( 3 )These securities were held by Haymaker Sponsor II LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may have been deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
( 4 )In connection with the Business Combination, the Sponsor exchanged its Class A Shares for 4,800,000 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of ARKO Corp. ("ARKO Corp. Common Stock"), and the right to receive up to 4,200,000 shares of ARKO Corp. Common Stock upon the occurrence of certain events.
( 5 )In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase shares of Class A Stock for 3,550,000 warrants to purchase shares of ARKO Corp. Common Stock at a purchase price of $11.50 per share.
( 6 )The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
|* 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).|