| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/19/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 04/19/2023 | C | 2,500,000 | A | $9.77 | 54,281,557 | I | See Footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Options (Obligation to Purchase) | $9.77 | 04/19/2023 | C | 2,500,000 | 04/19/2023 | 04/19/2023 | Class A Common Stock | 2,500,000 | $0.00 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are held as follows: (i) Horizon Sponsor, LLC ("Sponsor") directly holds 16,789,999 of the reported shares of Class A Common Stock ("Class A Shares"), (ii) Post Portfolio Trust, LLC ("Post Portfolio") directly holds 24,552,096 Class A Shares, (iii) SBT Investors, LLC ("SBT") directly holds 10,101,009 Class A Shares and indirectly holds 333,564 Class A Shares through EEH 2017, LLC, (iv) Todd L. Boehly directly holds 4,889 Class A Shares and (v) Parkville Portfolio Trust, LLC ("Parkville"), an indirect subsidiary of Eldridge Industries, LLC ("Eldridge") directly holds 2,500,000 Class A Shares . |
| 2. Each of the Sponsor, Post Portfolio and Parkville is indirectly controlled by Eldridge. Todd L. Boehly is the controlling member of SBT and indirect controlling member of Eldridge and, in such capacities, may be deemed to have voting and dispositive power over the reported securities. Each of the foregoing persons disclaims beneficial ownership except to the extent of such person's pecuniary interest therein. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, Sponsor, Post Portfolio, and Eldridge may be deemed directors by deputization with respect to the Issuer. |
| Remarks: |
| /s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory | 04/21/2023 | |
| /s/ Todd L. Boehly | 04/21/2023 | |
| /s/ Horizon Sponsor LLC, By: Todd L. Boehly, Chief Executive Officer | 04/21/2023 | |
| /s/ Post Portfolio Trust, LLC, By: Todd L. Boehly, Chief Executive Officer | 04/21/2023 | |
| /s/ SBT Investors LLC, By: Todd L. Boehly, Authorized Signatory | 04/21/2023 | |
| ** 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 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
