Sec Form 4 Filing - A-B Parent LLC @ Bowlero Corp. - 2021-12-15

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
A-B Parent LLC
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ BOWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS AVENUE, STE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2021
(Street)
BRYN MAWR, PA19010
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 Common Stock 12/15/2021 A 63,425,788 A 63,425,788 D
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
Preferred Stock ( 2 ) 12/15/2021 A 105,000 ( 2 ) ( 2 ) Class A Common Stock ( 2 ) ( 2 ) 105,000 D
Restricted Stock Units ( 3 )( 4 )( 5 ) 12/15/2021 A 9,802,412 ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Class A Common Stock 9,802,412 ( 3 )( 4 )( 5 ) 9,802,412 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
A-B Parent LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X X
Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X
Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X
Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X
Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X X
Wagner Rachael A.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X X
Signatures
A-B Parent LLC, /s/ David Caplan, Name: David Caplan, Title: Vice President 12/17/2021
Signature of Reporting Person Date
Atairos Group, Inc., /s/ David Caplan, Name: David Caplan, Title: Vice President 12/17/2021
Signature of Reporting Person Date
Atairos Partners, L.P., /s/ David Caplan, Name: David Caplan, Title: Vice President 12/17/2021
Signature of Reporting Person Date
Atairos Partners GP, Inc., /s/ David Caplan, Name: David Caplan, Title: Vice President 12/17/2021
Signature of Reporting Person Date
Michael J. Angelakis, /s/ David Caplan, attorney-in-fact for Michael Angelakis 12/17/2021
Signature of Reporting Person Date
Rachael Wagner, /s/ David Caplan, attorney-in-fact for Rachael Wagner 12/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for shares of common stock of Bowlero Corp. ("Former Bowlero") in connection with the business combination between the Issuer and Former Bowlero (the "Merger").
( 2 )Received in exchange for shares of common stock of Former Bowlero in connection with the Merger. These shares are convertible at any time into 76.9231 shares of Class A Common Stock of Issuer per $1,000 liquidation preference of the Preferred Stock, subject to adjustment in accordance with the Certificate of Designation of the Issuer and have an initial liquidation preference of $1,000 per share. The Preferred Stock does not expire.
( 3 )Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Former Bowlero (the "Merger Agreement") to the extent that the Class A Common Stock achieves certain hurdles.
( 4 )(i) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $15.00 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the closing date of the Merger (the "Closing"), and (ii) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the Closing.
( 5 )If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited.

Remarks:
This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, hers or its pecuniary interest therein.

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).
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