Sec Form 4 Filing - Horizon Sponsor, LLC @ Horizon Acquisition Corp - 2021-10-15

Insider filing report for Changes in Beneficial Ownership
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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
Horizon Sponsor, LLC
2. Issuer Name and Ticker or Trading Symbol
Horizon Acquisition Corp [ HZAC]
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)
600 STEAMBOAT ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2021
(Street)
GREENWICH, CT06830
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
Class A ordinary shares 10/15/2021 A 50,000 A 15,550,000 D ( 2 )
Class A ordinary shares 10/18/2021 D 15,550,000 D 0 D ( 2 )
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
Class B Ordinary Shares ( 1 ) 10/15/2021 D 13,599,608 ( 1 ) ( 1 ) Class A ordinary shares 13,599,608 ( 1 ) 13,599,608 D ( 2 )
Warrants (right to acquire) ( 4 ) 10/15/2021 A 34,000,000 ( 4 ) ( 4 ) Class A ordinary shares 34,000,000 ( 4 ) 34,000,000 D ( 2 )
Warrants (right to acquire) ( 4 ) 10/18/2021 D 34,000,000 ( 3 ) ( 3 ) Class A ordinary shares 0 ( 3 ) 34,000,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Horizon Sponsor, LLC
600 STEAMBOAT ROAD, SUITE 200
GREENWICH, CT06830
X
Boehly Todd L
600 STEAMBOAT ROAD
GREENWICH, CT06830
X X CEO and CFO
Signatures
Horizon Sponsor, LLC, By: /s/ Todd Boehly, Title: Chief Executive Officer 10/18/2021
Signature of Reporting Person Date
/s/ Todd L. Boehly 10/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reflects the automatic surrender to the issuer of the reporting person's Class B ordinary shares, par value $0.0001 per share, in exchange for 50,000 Class A ordinary shares ("Class A Shares") and 34,000,000 warrants to acquire the issuer's Class A Shares ("Warrants").
( 2 )The reporting person is indirectly controlled by Todd L. Boehly.
( 3 )In connection with the issuer's initial business combination as disclosed on Schedule 14A filed by the issuer on September 24, 2021 under the heading "DESCRIPTION OF VIVID SEATS PUBCO SECURITIES," the reporting person surrendered the Class A Shares and Warrants in exchange for Class A common stock of Vivid Seats Inc. and Warrants to acquire Class A common stock of Vivid Seats Inc.
( 4 )The Warrants represent the right to receive Class A Shares on a one for one basis, upon payment of the exercise price of $10.00 with respect to 17,000,000 Warrants and $15.00 with respect to 17,000,000 Warrants. The Warrants become exercisable thirty days after the closing of the issuer's initial business combination.

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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