Sec Form 4 Filing - Wilson Michelle D @ Isos Acquisition Corp. - 2021-03-10

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
Wilson Michelle D
2. Issuer Name and Ticker or Trading Symbol
Isos Acquisition Corp. [ ISOS.U.]
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 WORLD WRESTLING ENTERTAINMENT, INC., 1241 EAST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2021
(Street)
STAMFORD, CT06902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class B Common Stock ( 2 ) 03/10/2021 J( 3 ) 77,328 ( 2 ) ( 2 ) Class A Common Stock 77,328 $ 0 5,814,636 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilson Michelle D
C/O WORLD WRESTLING ENTERTAINMENT, INC.
1241 EAST MAIN STREET
STAMFORD, CT06902
X X
Signatures
/s/ Michelle Wilson 03/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Michelle Wilson, the Co-Chief Executive Officer and Co-Chairman of the issuer, is a managing member of Isos Acquisition Sponsor LLC (the "Sponsor") and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Ms. Wilson may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Ms. Wilson disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest she may have therein, directly or indirectly.
( 2 )As described in the issuer's registration statement on Form S-1 (File No. 333-252283) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
( 3 )As contemplated in connection with the initial public offering of the issuer, 77,328 shares of Class B common stock of the issuer were returned by the reporting person to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

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