J Edward Virtue Form 4/A Holley / J EDWARD VIRTUE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Empower Sponsor Holdings LLC

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Holley Inc. [ HLLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/19/2021

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	07/16/2020		C		6,250,000	A	(1)	6,250,000	D(2)
Common Stock	07/16/2020		P(3)		4,975,000	A	(3)	4,975,000	I	By MidOcean Partners V, L.P.(4)
Common Stock	07/16/2020		P(5)		25,000	A	(5)	25,000	I	By MidOcean Partners V Executive, L.P.(6)
Common Stock	07/16/2020		P(7)		1,100,000	A	$10	6,075,000	I	By MidOcean Partners V, L.P.(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 ordinary shares	(1)	08/21/2020		P(8)		7,187,500		(1)	(1)	Common Stock(1)	7,187,500	(8)	7,187,500	D(2)
Warrants to purchase Common Stock	$11.5	10/09/2020		P(9)		4,666,667		10/09/2021(9)	07/16/2026(9)	Common Stock(9)	4,666,667	$1.5	4,666,667	D(2)
Class B ordinary shares	(1)	11/23/2020		J(10)			937,500	(1)	(1)	Common Stock(1)	937,500	(10)	6,250,000	D(2)
Class B ordinary shares	(1)	07/16/2021		C			6,250,000	(1)	(1)	Common Stock(1)	6,250,000	(1)	0	D(2)
Warrants to purchase Common Stock	$11.5	07/16/2021		P(3)		1,658,333		10/09/2021(3)	07/16/2026(3)	Common Stock(3)	1,658,333	(3)	1,658,333	I	By MidOcean Partners V, L.P.(4)
Warrants to purchase Common Stock	$11.5	07/16/2021		P(5)		8,333		10/09/2021(3)	07/16/2026(3)	Common Stock(3)	8,333	(5)	8,333	I	By MidOcean Partners V Executive, L.P.(6)

1. Name and Address of Reporting Person^*

Empower Sponsor Holdings LLC

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MidOcean Partners V, L.P.

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIDOCEAN PARTNERS V EXECUTIVE, L.P.

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIDOCEAN ASSOCIATES V, L.P.

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ULTRAMAR CAPITAL LTD

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIRTUE J EDWARD

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

245 PARK AVE., 38TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.

2. Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

3. On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

4. Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

5. On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.

6. Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

7. On July 16, 2021, Partners acquired 1,100,000 shares of Common Stock in a private placement separate from the securities acquired pursuant to the A&R FPA discussed in footnote 3.

8. Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000.

9. On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

10. The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering.

Remarks:

This amendment to the Statement of Changes of Beneficial Ownership on Form 4, filed with the Securities and Exchange Commission on July 19, 2021 (the "Original Filing"), is being filed solely to include additional information inadvertently omitted with respect to the acquisitions of securities on July 16, 2021, as set forth herein.

	/s/ Andrew Spring, Chief Financial Officer for Empower Sponsor Holdings LLC	08/08/2022
	/s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P.	08/08/2022
	/s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P.	08/08/2022
	/s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P.	08/08/2022
	/s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, Ltd.	08/08/2022
	/s/ James Edward Virtue	08/08/2022
	** Signature of Reporting Person	Date
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