Holley (HLLY) Form 4 Holley / Matthew E Rubel 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^*

Rubel Matthew E

(Last) (First) (Middle)

1801 RUSSELLVILLE ROAD

(Street)

BOWLING GREEN KY 42101

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2024

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

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

X	Form filed by One Reporting Person
	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	06/12/2024		P		14,493	A	$3.39(1)	169,979	D
Common Stock								493,632	I	By Rubel Family Management Trust U/A Dated 10/8/2018(2)
Common Stock								134,831	I	By Matthew Rubel Family Annual Exclusion Trust FBO Joshua Rubel(3)
Common Stock								134,831	I	By Matthew Rubel Family Annual Exclusion Trust FBO Jeffrey Rubel(4)
Common Stock								134,831	I	By Matthew Rubel Family Annual Exclusion Trust FBO Michael Rubel(5)

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.38 to $3.39, inclusive. The reporting person undertakes to provide to Holley Inc., any security holder of Holley Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Rubel Family Management Trust (the "Management Trust") is the record holder of the securities reported. Mr. Rubel and Melissa Rubel are the trustees of the Management Trust and have shared voting and investment control over the securities held by the Management Trust. Each of Mr. Rubel and Ms. Rubel disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

3. Matthew Rubel Family Annual Exclusion Trust (the "Family Trust") is the record holder of the securities reported. Mr. Rubel is the trustee of the Family Trust and has voting and investment control over the securities held by the Family Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.

4. Family Trust is the record holder of the securities reported. Mr. Rubel is the trustee of the Family Trust and has voting and investment control over the securities held by the Family Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.

5. Family Trust is the record holder of the securities reported. Mr. Rubel is the trustee of the Family Trust and has voting and investment control over the securities held by the Family Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.

	/s/ Carly Kennedy, Attorney-In-Fact for Matthew E. Rubel	06/14/2024
	** 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).
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