Sec Form 4 Filing - Barrios George A. @ 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
Barrios George A.
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ BOWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% holder
(Last) (First) (Middle)
55 POST ROAD WEST, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2021
(Street)
WESTPORT, CT06880
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
Class A common stock 12/15/2021 M 5,814,636 A 5,814,636 I See footnote( 2 )
Class A common stock 12/15/2021 D 1,925,855 D 3,888,781 I See footnote( 2 )
Class A common stock 12/15/2021 A 50,000 A $ 10( 3 ) 3,938,781 D( 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
Class B common stock ( 1 ) 12/15/2021 M( 1 ) 5,814,636 ( 1 ) ( 1 ) Class A common stock 5,814,636 ( 1 ) 0 I See footnote( 2 )
Warrants $ 11.5 12/15/2021 A( 4 ) 3,963,458 ( 4 ) ( 4 ) Class A common stock 3,963,458 $ 1.5( 4 ) 3,963,458 I See footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barrios George A.
55 POST ROAD WEST, SUITE 200
WESTPORT, CT06880
X Former 10% holder
Signatures
/s/ George Barrios 12/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's registration statement on Form S-1 (File No. 333-252283), under the heading "Description of securities - Founder shares", upon consummation of the Issuer's initial business combination and waiver of anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis. The Issuer's initial business combination was consummated on December 15, 2021. Upon closing of its initial business combination, the Sponsor forfeited 1,925,855 shares of Class A common stock for cancellation by the Issuer.
( 2 )George Barrios 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, Mr. Barrios may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Barrios disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 3 )Pursuant to that certain Subscription Agreement dated July 1, 2021, by and between the Issuer and the Reporting Person, the Reporting Person purchased an aggregate of 50,000 shares of Class A common stock of the Issuer on December 15, 2021, in a private placement that was consummated in connection with the Issuer's initial business combination.
( 4 )These warrants were issued and sold by the Issuer to the Sponsor in a private placement that closed concurrently with the closing of the Issuer's initial public offering, on March 5, 2021. The warrants will become exercisable on March 5, 2021, which is 12 months from the closing of the Issuer's initial public offering. The warrants will expire on December 15, 2026, which is five years after the completion of the Issuer's initial business combination, or earlier upon redemption or liquidation. Each whole warrant will entitle the holder thereof to purchase one share of Class A common stock as a price of $11.50 per share (subject to adjustment). These warrants are being reported as having been acquired on December 15, 2021, due to satisfaction of a condition precedent through the closing of the initial business combination.

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