Sec Form 4 Filing - Marquee Raine Acquisition Sponsor LP @ Marquee Raine 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
Marquee Raine Acquisition Sponsor LP
2. Issuer Name and Ticker or Trading Symbol
Marquee Raine Acquisition Corp. [ ENJY]
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 MARQUEE RAINE ACQUISITION CORP., 65 EAST 55TH STREET, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2021
(Street)
NEW YORK, NY10022
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 10/15/2021 C( 2 ) 9,268,750 A $ 0 ( 2 ) 9,268,750 ( 3 ) D ( 1 ) ( 4 ) ( 5 )
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 C 9,268,750 ( 1 ) ( 1 ) Common Stock 9,268,750 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marquee Raine Acquisition Sponsor LP
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Marquee Raine Acquisition Sponsor GP Ltd.
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Raine Holdings AIV LLC
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Raine SPAC Holdings LLC
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Raine RR SPAC SPV I LLC
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Ricketts SPAC Investment LLC
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Marquee Sports Holdings SPAC I, LLC
C/O MARQUEE RAINE ACQUISITION CORP.
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10010
X
Signatures
See Exhibit 99.1 10/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This form is being filed by the following Reporting Persons: Marquee Raine Acquisition Sponsor LP (the "Sponsor"), Marquee Raine Acquisition Sponsor GP Ltd. ("Marquee Raine GP"), Raine Holdings AIV LLC ("Raine Holdings AIV"), Raine SPAC Holdings LLC ("Raine SPAC Holdings"), Raine RR SPAC SPV I LLC ("Raine RR SPAC SPV I"), Ricketts SPAC Investment LLC ("Ricketts SPAC Investment") and Marquee Sports Holdings SPAC 1, LLC ("Marquee Sports Holdings").
( 2 )In connection with the Issuer's business combination (the "Business Combination"), pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2021, among Marquee Raine Acquisition Corp., MRAC Merger Sub Corp. and Enjoy Technology Inc., as amended, the Issuer domesticated as a Delaware corporation, and the Reporting Persons' Class B ordinary shares, which were previously convertible into Class A ordinary shares, converted into shares of common stock simultaneously with the closing of the Business Combination.
( 3 )Under certain circumstances, up to 2,201,250 shares of common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.
( 4 )Marquee Raine GP is the general partner of Sponsor. Raine Holdings AIV is the sole member of Raine SPAC Holdings, which, in turn, is the sole member of Raine RR SPAC SPV I, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Ricketts SPAC Investment is the manager of Marquee Sports Holdings, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 5 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
See Exhibit 99.1 for Joint Filer Information and Signatures incorporated herein by reference.

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