Form Type: 4

SEC EDGAR Link
Accession Number:0001062993-22-012022
Date:2022-05-06
Issuer: BOWLERO CORP. (BOWL)
Original Submission Date:

Reporting Person:

SHANNON THOMAS F.
C/O BOWLERO CORP.
7313 BELL CREEK ROAD MECHANICSVILLE, VA 23111

Reporting Person:

COBALT RECREATION LLC
C/O BOWLERO CORP.
7313 BELL CREEK ROAD MECHANICSVILLE, VA 23111

Reporting Person:

COBALT GROUP, LLC
C/O BOWLERO CORP.
7313 BELL CREEK ROAD MECHANICSVILLE, VA 23111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2022-05-06 deemed execution date A 1,018 (a) 2026-12-15 class b common stock 1,018 $0.00 9,813,372 indirect see footnote
Footnotes
IDfootnote
f1 the restricted stock units ("rsus") were received pursuant to the terms of the business combination agreement in connection with the acquisition by the issuer of bowlero corp. (the "acquisition"). 50% of the rsus will vest if the closing share price of the class a common stock equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the acquisition, and 50% of the rsus will vest if the closing share price of the class a common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the acquisition, and will otherwise be forfeited on the 5-year anniversary of the closing of the acquisition.
f2 the shares of class b common stock, par value $0.0001 per share ("class b common stock") are convertible into shares of the issuer's class a common stock, par value $0.0001 per share ("class a common stock") at the option of the holder on a one-to-one basis, and will automatically convert to shares of class a common stock upon (i) mr. shannon ceasing to beneficially own at least 10% of the issuer's outstanding common stock, (ii) the death or disability of mr. shannon, (iii) the employment of mr. shannon as the ceo of the issuer being terminated for cause, and (iv) the fifteenth anniversary of the closing of the acquisition (as defined below).
f3 held directly by cobalt recreation llc. the managing member of cobalt recreation llc is the cobalt group llc. the managing member of the cobalt group llc is mr. shannon. mr. shannon disclaims beneficial ownership of the shares held by cobalt recreation llc except to the extent of any pecuniary interest therein.
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