Sec Form 4 Filing - Empower Sponsor Holdings LLC @ Holley Inc. - 2022-08-05

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 AVE., 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2022 (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 08/05/2022 J( 1 ) 6,250,000 D $ 0 0 D Common Stock 08/05/2022 J( 1 ) 4,170,294 A $ 0 10,245,294 I By MidOcean Partners V, L.P.( 2 ) Common Stock 08/05/2022 J( 1 ) 20,956 A $ 0 45,956 I By MidOcean Partners V Executive, L.P.( 3 ) Common Stock 08/05/2022 J( 4 ) 5,500 D $ 0 10,239,794 I By MidOcean Partners V, L.P.( 2 ) Common Stock 08/05/2022 J( 4 ) 5,500 A $ 0 51,456 I By MidOcean Partners V Executive, L.P.( 3 )

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 Common Stock $ 11.5 08/05/2022 J( 1 ) 4,666,667 10/09/2021 07/16/2026 Common Stock 4,666,667 $ 0 0 D Warrants to purchase Common Stock $ 11.5 08/05/2022 J( 1 ) 3,980,001 10/09/2021 07/16/2026 Common Stock 3,980,001 $ 0 3,980,001 I By MidOcean Partners V, L.P.( 2 ) Warrants to purchase Common Stock $ 11.5 08/05/2022 J( 1 ) 20,000 10/09/2021 07/16/2026 Common Stock 20,000 $ 0 20,000 I By MidOcean Partners V Executive, L.P.( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Empower Sponsor Holdings LLC C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X MidOcean Partners V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X MIDOCEAN PARTNERS V EXECUTIVE, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X MIDOCEAN ASSOCIATES V, L.P. C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X VIRTUE J EDWARD C/O MIDOCEAN PARTNERS 245 PARK AVE., 38TH FLOOR NEW YORK, NY10167 X Signatures /s/ Andrew Spring, Chief Financial Officer for Empower Sponsor Holdings LLC 08/08/2022 Signature of Reporting Person Date /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P. 08/08/2022 Signature of Reporting Person Date /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P. 08/08/2022 Signature of Reporting Person Date /s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P. 08/08/2022 Signature of Reporting Person Date /s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, LTD. 08/08/2022 Signature of Reporting Person Date /s/ James Edward Virtue 08/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities. ( 2 )MidOcean Partners is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar 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 )MidOCean Executive is the record holder of the securities reported. The general partner of MidOcean Executives is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Ea ch of MidOcean Associates, Ultramar 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. ( 4 )On August 5, 2022, MidOcean Partners transferred 5,500 shares of Common Stock to MidOcean Executive.

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.