Heyer Steven J Form 3 ARKO / STEVEN J HEYER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HEYER STEVEN J

(Last) (First) (Middle)

650 FIFTH AVENUE, FLOOR 10

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2020

3. Issuer Name and Ticker or Trading Symbol
ARKO Corp. [ ARKO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	4,800,000	I	See Footnote(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	01/22/2021	12/22/2025	Common Stock	3,550,000	(2)	I	See footnote(1)(4)

Explanation of Responses:

1. These securities are held by Haymaker Sponsor II LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.

2. Each warrant is exercisable for one share of ARKO Corp. Common Stock (as defined below) at an exercise price of $11.50 per share.

3. In connection with the issuer's business combination (the "Business Combination") with Haymaker Acquisition Corp. II ("Haymaker"), the Sponsor exchanged its shares of Class A common stock, par value $0.0001 per share, of Haymaker ("Haymaker Class A Common Stock") for 4,800,000 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of ARKO Corp. ("ARKO Corp. Common Stock"), and the right to receive up to 4,200,000 shares of ARKO Corp. Common Stock upon the occurrence of certain events.

4. In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase shares of Haymaker Class A Common Stock for 3,550,000 warrants to purchase shares of ARKO Corp. Common Stock at a price of $11.50 per share.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Joseph A. Herz, as Attorney in Fact For Steven J. Heyer	12/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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