| 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)
| 2. Issuer Name and Ticker or Trading Symbol Holley Inc. [ HLLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 08/05/2022 | J(1) | 6,250,000 | D | $0 | 0 | D | |||
| Common Stock | 08/05/2022 | J(1) | 4,170,294 | A | $0 | 10,245,294 | I | By MidOcean Partners V, L.P.(2) | ||
| Common Stock | 08/05/2022 | J(1) | 20,956 | A | $0 | 45,956 | I | By MidOcean Partners V Executive, L.P.(3) | ||
| Common Stock | 08/05/2022 | J(4) | 5,500 | D | $0 | 10,239,794 | I | By MidOcean Partners V, L.P.(2) | ||
| Common Stock | 08/05/2022 | J(4) | 5,500 | A | $0 | 51,456 | I | By MidOcean Partners V Executive, L.P.(3) | ||
| 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 | ||||||||
| Warrants to purchase Common Stock | $11.5 | 08/05/2022 | J(1) | 4,666,667 | 10/09/2021 | 07/16/2026 | Common Stock | 4,666,667 | $0 | 0 | D | ||||
| Warrants to purchase Common Stock | $11.5 | 08/05/2022 | J(1) | 3,980,001 | 10/09/2021 | 07/16/2026 | Common Stock | 3,980,001 | $0 | 3,980,001 | I | By MidOcean Partners V, L.P.(2) | |||
| Warrants to purchase Common Stock | $11.5 | 08/05/2022 | J(1) | 20,000 | 10/09/2021 | 07/16/2026 | Common Stock | 20,000 | $0 | 20,000 | I | By MidOcean Partners V Executive, L.P.(3) | |||
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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Distribution"). As part of the Distribution, (i) 4,170,294 and 20,956 shares of Common Stock were distributed to MidOcean Partners V, L.P. ("MidOcean Partners") and MidOcean Partners V Executive, L.P. ("MidOcean Executive"), respectively, and (ii) 3,980,001 and 20,000 warrants to purchase Common Stock were distributed to MidOcean Partners and MidOcean Executive, respectively. The remaining shares of Common Stock and warrants previously held by Sponsor were distributed to the other members of Sponsor. Following the Distribution, Sponsor no longer beneficially owned any Issuer securities. |
| 2. 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. |
| 3. MidOCean Executive is the record holder of the securities reported. The general partner of MidOcean Executives 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. |
| 4. On August 5, 2022, MidOcean Partners transferred 5,500 shares of Common Stock to MidOcean Executive. |
| /s/ Andrew Spring, Chief Financial Officer for Empower Sponsor Holdings LLC | 08/08/2022 | |
| /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V, L.P. | 08/08/2022 | |
| /s/ Andrew Spring, Managing Director of GP for MidOcean Partners V Executive, L.P. | 08/08/2022 | |
| /s/ Andrew Spring, Managing Director for MidOcean Associates V, L.P. | 08/08/2022 | |
| /s/ James Edward Virtue, Chief Executive Officer for Ultramar Capital, LTD. | 08/08/2022 | |
| /s/ James Edward Virtue | 08/08/2022 | |
| ** 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. | ||
