Form 4 for LUCK Lucky Strike Entertainment Corp
Accepted 2023-03-06 00:00:00 ET · period of report 2023-03-02 · accession 0000950103-23-003731 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-03-06 | 2023-03-02 | LUCK | Atairos Partners GP, Inc. | Dir, 10% | M - OptEx | — | +4.91M | 68.39M | +8% | — |
| D | 2023-03-06 | 2023-03-02 | LUCK | Atairos Partners GP, Inc. | Dir, 10% | M - OptEx | — | -4.91M | 4.91M | -50% | — |
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-03-02 | M | A | 4,908,234 | — | 68,392,557 | D | — | — | (F3) Reflects the remaining 50% of Earnout Shares issuable to the reporting person pursuant to the Merger Agreement. The remaining 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. (F1) On March 2, 2023, the reporting person became entitled to receive 4,908,234 shares of the Issuer's Class A Common Stock pursuant to the "earn-out" provision in the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement") because the closing per share price of Issuer's Class A Common Stock was greater than or equal to $15.00 for 10 trading days within the consecutive 20-trading day period beginning on February 16, 2023 and the applicable earn-out hurdle was achieved. The 4,908,234 shares represent 50% of the total shares of Class A Common Stock (the "Earnout Shares") issuable to the reporting person pursuant to the Merger Agreement. (F2) Also includes 16,536 restricted stock units ("RSUs") acquired from award of Issuer's restricted stock units for non-employee directors pursuant to the Issuer's director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock and will vest on the earlier of (i) December 14, 2023 and (ii) the Issuer's first regular annual meeting following December 14, 2022. |
| 2 | Derivative | Restricted Stock Units | 2023-03-02 | M | D | 4,908,234 | — | 4,908,234 | D | — · — to — | 4,908,234 Class A Common Stock | (F1) On March 2, 2023, the reporting person became entitled to receive 4,908,234 shares of the Issuer's Class A Common Stock pursuant to the "earn-out" provision in the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement") because the closing per share price of Issuer's Class A Common Stock was greater than or equal to $15.00 for 10 trading days within the consecutive 20-trading day period beginning on February 16, 2023 and the applicable earn-out hurdle was achieved. The 4,908,234 shares represent 50% of the total shares of Class A Common Stock (the "Earnout Shares") issuable to the reporting person pursuant to the Merger Agreement. (F3) Reflects the remaining 50% of Earnout Shares issuable to the reporting person pursuant to the Merger Agreement. The remaining 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. |