Sec Form 4 Filing - Eldridge Industries, LLC @ Vivid Seats Inc. - 2022-10-04

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
Eldridge Industries, LLC
2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT]
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)
600 STEAMBOAT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2022
(Street)
GREENWICH, CT06830
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
Options (Obligation to Purchase) $ 9.77 10/04/2022 J 2,500,000 10/19/2022 10/19/2022 Class A Common Stock 2,500,000 ( 1 ) 0 D( 2 )
Options (Obligation to Purchase) $ 9.77 10/04/2022 S 2,500,000 04/19/2023 04/19/2023 Class A Common Stock 2,500,000 ( 1 ) 2,500,000 D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eldridge Industries, LLC
600 STEAMBOAT ROAD
GREENWICH, CT06830
X
Boehly Todd L
600 STEAMBOAT ROAD
GREENWICH, CT06830
X X
Signatures
/s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory 10/06/2022
Signature of Reporting Person Date
/s/ Todd L. Boehly 10/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transactions relate to the Options (Obligation to Purchase) reported on the Reporting Persons' Form 3, filed with the Securities & Exchange Commission (the "SEC") on October 18, 2021. The Option is an obligation of Eldridge Industries, LLC ("Eldridge"). On October 4, 2022, Eldridge agreed, for no consideration, to extend the exercise date of the Option until April 19, 2023, which may be deemed to be a cancellation of the original Option and the acquisition of a new one.
( 2 )Todd L. Boehly is the indirect controlling member of Eldridge and, in such capacity, may be deemed to have voting and dispositive power over the reported securities. Mr. Boehly disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, Eldridge may be deemed a director by deputization with respect to the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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