Sec Form 4 Filing - Parker Brett I. @ Bowlero Corp. - 2021-12-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Parker Brett I.
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ [BOWL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O BOWLERO CORP., 222 WEST 44TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2021
(Street)
NEW YORK, NY
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 12/15/2021 A 992,844( 1 ) A 992,844 D
Class A Common Stock 12/15/2021 A 1,472,387 A 2,465,231 D
Class A Common Stock 12/15/2021 F 667,728 D $ 10 1,797,503 D
Class A Common Stock 12/15/2021 A 697,702 A 2,495,205 D
Class A Common Stock 12/15/2021 F 316,408 D $ 10 2,178,797 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 10 12/15/2021 A 183,128 12/15/2021 12/15/2031 Class A Common Stock 183,128 $ 0 183,128 D
Stock Option (Right to Buy) $ 10 12/15/2021 A 393,750 ( 3 ) 12/15/2031 Class A Common Stock 393,750 $ 0 393,750 D
Stock Option (Right to Buy) $ 12 12/15/2021 A 393,750 ( 4 ) 12/15/2031 Class A Common Stock 393,750 $ 0 393,750 D
Stock Option (Right to Buy) $ 14 12/15/2021 A 393,750 ( 5 ) 12/15/2031 Class A Common Stock 393,750 $ 0 393,750 D
Stock Option (Right to Buy) $ 16 12/15/2021 A 393,750 ( 6 ) 12/15/2031 Class A Common Stock 393,750 $ 0 393,750 D
Stock Option (Right to Buy) $ 18 12/15/2021 A 393,750 ( 7 ) 12/15/2031 Class A Common Stock 393,750 $ 0 393,750 D
Stock Option (Right to Buy) $ 7.92 12/15/2021 A 4,079,120 12/15/2021 12/15/2031 Class A Common Stock 4,079,120 ( 8 ) 4,079,120 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parker Brett I.
C/O BOWLERO CORP.
222 WEST 44TH STREET
NEW YORK, NY
Chief Financial Officer
Signatures
Brett Parker By: , as attorney-in-fact for Brett Parker 12/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Repressents restricted shares ("Restricted Shares") of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") received in connection with the Acquisition. 50% of the Restricted Shares will vest if the closing share price of the Class A Common Stock equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and 50% of the Restricted Shares will vest if the closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Acquisition, and will otherwise be forfeited on the 5-year anniversary of the closing of the Acquisition.
( 2 )Represents shares of Class A Common Stock of the Issuer received in exchange for shares of capital stock of Bowlero. Corp ("Legacy Bowlero") in connection with the acquisition by the Issuer of Legacy Bowlero (the "Acquisition").
( 3 )The stock options will vest and become exercisable in one-third installments on the first, second and third anniversaries of December 15, 2021.
( 4 )The stock options will vest and become exercisable in one-third installments on the second, third and fourth anniversaries of December 15, 2021.
( 5 )The stock options will vest and become exercisable in one-third installments on the third, fourth and fifth anniversaries of December 15, 2021.
( 6 )The stock options will vest and become exercisable in one-third installments on the fourth, fifth and sixth anniversaries of December 15, 2021.
( 7 )The stock options will vest and become exercisable in one-third installments on the fifth, sixth and seventh anniversaries of December 15, 2021.
( 8 )Represents stock options received in connection with the Acquisition in exchange for stock options of Legacy Bowlero.

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.