Atairos Partners GP Form 4 Bowlero / Michael J Angelakis 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^*

A-B Parent LLC

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ BOWL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022

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

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

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
Restricted Stock Units	(1)(2)	05/06/2022		A		1,018		(1)(2)	(1)(2)	Class A Common Stock	1,018	(1)(2)	9,855,372	D

1. Name and Address of Reporting Person^*

A-B Parent LLC

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Group, Inc.

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Partners, L.P.

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Partners GP, Inc.

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angelakis Michael J

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wagner Rachael A.

(Last) (First) (Middle)

C/O ATAIROS GROUP INC

40 MORRIS AVENUE, STE 300

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Explanation of Responses:

1. Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement"). The Earnout Shares vest to the extent that the Class A Common Stock achieves certain hurdles as follows: (i) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $15.00 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the closing of the transactions contemplated by the Merger Agreement (the "Closing"), and (ii) 50% of the Earnout Shares will be issued if the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period that occurs on or prior to the 5-year anniversary of the Closing.

2. The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited.

Remarks:

This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, hers or its pecuniary interest therein.

	A-B Parent LLC /s/ David Caplan Name: David Caplan Title: Vice President	05/10/2022
	Atairos Group, Inc. /s/ David Caplan Name: David Caplan Title: Vice President	05/10/2022
	Atairos Partners, L.P. /s/ David Caplan Name: David Caplan Title: Vice President	05/10/2022
	Atairos Partners GP, Inc. /s/ David Caplan Name: David Caplan Title: Vice President	05/10/2022
	Michael J. Angelakis /s/ David Caplan, attorney-in-fact for Michael Angelakis	05/10/2022
	Rachael Wagner /s/ David Caplan, attorney-in-fact for Rachael Wagner	05/10/2022
	** Signature of Reporting Person	Date
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