Sec Form 4 Filing - A-B Parent LLC @ Bowlero Corp. - 2023-05-18

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)
05/18/2023
(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
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
Restricted Stock Units ( 1 ) 05/18/2023 A 603 ( 1 ) ( 1 ) Class A Common Stock 603 ( 1 ) 4,911,214 ( 1 ) 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 X
Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X X
Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA19010
X 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
/s/ David Caplan Name: David Caplan Title: Vice President 05/18/2023
Signature of Reporting Person Date
/s/ David Caplan Name: David Caplan Title: Vice President 05/18/2023
Signature of Reporting Person Date
/s/ David Caplan Name: David Caplan Title: Vice President 05/18/2023
Signature of Reporting Person Date
/s/ David Caplan Name: David Caplan Title: Vice President 05/18/2023
Signature of Reporting Person Date
/s/ David Caplan, attorney-in-fact for Michael Angelakis 05/18/2023
Signature of Reporting Person Date
/s/ David Caplan, attorney-in-fact for Rachael Wagner 05/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement"). The Earnout Shares vest to the extent that 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. The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. 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.

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