Sec Form 4 Filing - Empower Sponsor Holdings LLC @ Holley Inc. - 2020-10-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Empower Sponsor Holdings LLC 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 AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2020 (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 07/16/2021 C 6,250,000 A 6,250,000 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 Warrants to purchase Class A ordinary shares $ 11.5 10/09/2020 P( 3 ) 4,666,667 ( 3 ) ( 3 ) Class A ordinary shares ( 3 ) 4,666, 667 $ 1.5 4,666,667 D ( 2 ) Class B ordinary shares ( 1 ) 11/23/2020 J( 4 ) 937,500 ( 1 ) ( 1 ) Class A ordinary shares ( 1 ) 937,500 ( 4 ) 6,250,000 D ( 2 ) Class B ordinary shares ( 1 ) 07/16/2021 C 6,250,000 ( 1 ) ( 1 ) Class A ordinary shares ( 1 ) 6,250,000 ( 1 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Empower Sponsor Holdings LLC C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR NEW YORK, NY10167 X VIRTUE J EDWARD C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR NEW YORK, NY10167 X Signatures MidOcean Associates V, L.P., managing member By: Ultramar Capital, Ltd., general partner By: /s/ James Edward Virtue 07/16/2021 Signature of Reporting Person Date /s/ James Edward Virtue 07/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer of the Class B ordinary shares (the "S-1"), under the heading "Description of Securities," the Class B ordinary shares were automatically convertible into Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The Class B ordinary shares automatically converted into Class A ordinary shares at the time of the issuer's initial business combination on a one-for-one basis. Upon consummation of the business combination, the Class A ordinary shares were redesignated as common stock (without class designation). ( 2 )Empower Sponsor Holdings LLC (the "Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. 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. ( 3 )As described in the S-1, the Sponsor purchased in a private placement warrants to purchase Class A ordinary shares (the "Warrants"), which become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering and 30 days after the completion of issuer's initial business combination, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each Warrant is exercisable for one share of Class A ordinary shares at an exercise price of $11.50 per share, subject to adjustment. ( 4 )The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.