Eldridge Industries Form 3 Vivid Seats / BENEFIT LIFE INSURANCE CO /KS/ SECURITY 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^*

Eldridge Industries, LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2021

3. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	52,057,173	I	See footnotes(1)(2)

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
Warrants (Rights to Acquire)	10/23/2021	10/18/2026	Class A Common Stock	11,686,457	11.5	I	See footnotes(1)(2)
Warrants (Rights to Acquire)	11/17/2021	10/18/2031	Class A Common Stock	34,000,000	(1)	I	See footnotes(1)(2)
Option (Obligation to Purchase)	10/19/2022	10/19/2022	Class A Common Stock	2,500,000	9.77	D(1)(2)

1. Name and Address of Reporting Person^*

Eldridge Industries, LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Horizon Sponsor, LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD, SUITE 200

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SECURITY BENEFIT LIFE INSURANCE CO /KS/

(Last) (First) (Middle)

ONE SECURITY BENEFIT PLACE

(Street)

TOPEKA KS 66636

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boehly Todd L

(Last) (First) (Middle)

600 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. With respect to the reported securities: (i) Horizon Sponsor, LLC ("Sponsor") directly holds 15,550,000 of the reported shares of Class A common stock ("Class A Common") and all of the reported warrants to acquire shares of Class A Common, (ii) Security Benefit Life Insurance Company ("SBL") directly holds 36,507,173 of the reported shares of Class A Common and (iii) the Option is an obligation of, Eldridge Industries, LLC ("Eldridge LLC").

2. The Sponsor and SBL are each indirectly controlled by Eldridge LLC. Todd L. Boehly is the indirect controlling member of Eldridge and, in such capacity, 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory	10/18/2021
	/s/ Horizon Sponsor, LLC, By: Todd Boehly, Chief Executive Officer	10/18/2021
	/s/ Security Benefit Life Insurance Company, By: /s/ Joseph Wittrock, Senior Vice President and Chief Investment Officer	10/18/2021
	/s/ Todd L. Boehly	10/18/2021
	** 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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