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ISOS Isos Acquisition Corporation

10.00
0.00 (0.00%)
08 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Isos Acquisition Corporation NYSE:ISOS NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 10.00 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

05/05/2023 10:07pm

Edgar (US Regulatory)


FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

A-B Parent LLC
2. Issuer Name and Ticker or Trading Symbol

Bowlero Corp. [ BOWL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS AVENUE, STE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

5/4/2023
(Street)

BRYN MAWR, PA 19010
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)5/4/2023  A   639     (1) (1)Class A Common Stock 639  (1)4909987 (1)D  

Explanation of Responses:
(1) Reflects shares of Class A Common Stock (the "Earnout Shares") issuable pursuant to the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement"). The Earnout Shares vest to the extent that the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period. The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited.

Remarks:
This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
A-B Parent LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX

Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX

Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX

Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX

Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX

Wagner Rachael A.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS AVENUE, STE 300
BRYN MAWR, PA 19010
XX


Signatures
A-B Parent LLC /s/ David Caplan Name: David Caplan Title: Vice President5/5/2023
**Signature of Reporting PersonDate

Atairos Group, Inc. /s/ David Caplan Name: David Caplan Title: Vice President5/5/2023
**Signature of Reporting PersonDate

Atairos Partners, L.P. /s/ David Caplan Name: David Caplan Title: Vice President5/5/2023
**Signature of Reporting PersonDate

Atairos Partners GP, Inc. /s/ David Caplan Name: David Caplan Title: Vice President5/5/2023
**Signature of Reporting PersonDate

Michael J. Angelakis /s/ David Caplan, attorney-in-fact for Michael Angelakis5/5/2023
**Signature of Reporting PersonDate

Rachael Wagner /s/ David Caplan, attorney-in-fact for Rachael Wagner5/5/2023
**Signature of Reporting PersonDate


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 control number.

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