Holley (HLLY) Form 4 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^*

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)

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)
06/15/2023

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
Common Stock	06/15/2023(1)(2)		L		99	A	$3.5	10,239,893	D(3)
Common Stock	06/15/2023(1)(2)		L		1	A	$3.5	51,457	I	By MidOcean Partners V Executive, L.P.(4)
Common Stock	06/16/2023(1)(2)		L		2,289	A	$3.4987(5)	10,242,182	D(3)
Common Stock	06/16/2023(1)(2)		L		11	A	$3.4987(5)	51,468	I	By MidOcean Partners V Executive, L.P.(4)
Common Stock	06/22/2023(1)(2)		L		98	A	$3.5	10,242,280	D(3)
Common Stock	06/22/2023(1)(2)		L		1	A	$3.5	51,469	I	By MidOcean Partners V Executive, L.P.(4)
Common Stock	06/26/2023(1)		P		1,592	A	$3.5	10,243,872	D(3)
Common Stock	06/26/2023(1)		P		8	A	$3.5	51,477	I	By MidOcean Partners V Executive, 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

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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2023.

2. Reporting of this acquisition was deferred under Rule 16a-6(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); however, because of the purchase of shares by the Reporting Persons on June 26, 2023, the reporting of the acquisition is no longer deferred and is being reported on this Form 4 in accordance with Exchange Act Rule 16a-6(b).

3. MidOcean Partners V, L.P. ("MidOcean Partners") is the record holder of the securities reported. The general partner of MidOcean Partners is MidOcean Associates V, L.P. ("MidOcean Associates"). The general partner of MidOcean Associates is Ultramar Capital, Ltd. ("Ultramar"), which is controlled by James Edward Virtue. Each of MidOcean Associates, Ultramar 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.

4. MidOcean Partners V Executive, L.P. ("MidOcean Executive") is the record holder of the securities reported. The general partner of MidOcean Executive is MidOcean Associates. The general partner of MidOcean Associates is Ultramar, which is controlled by Mr. Virtue. Each of MidOcean Associates, Ultramar 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. This transaction was executed in multiple trades during the day at prices ranging from $3.49 to $3.50, inclusive. The weighted-average price is reported above. The Reporting Persons hereby undertake to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

	/s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P.	06/28/2023
	/s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P.	06/28/2023
	/s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P.	06/28/2023
	/s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, LTD.	06/28/2023
	/s/ James Edward Virtue	06/28/2023
	** Signature of Reporting Person	Date
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