Form 4 for AENT ALLIANCE ENTERTAINMENT HOLDING CORP
Accepted 2023-02-13 00:00:00 ET · period of report 2023-02-10 · accession 0001104659-23-019918 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | J - Other | $0.00 | -1.13M | 0 | -100% | $0 |
| D | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | J - Other | $0.00 | +113.9K | 163.9K | +228% | $0 |
| D | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | M - OptEx | $0.00 | +50.0K | 50.0K | New | $0 |
| DI | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | M - OptEx | $0.00 | +1.20M | 1.20M | New | $0 |
| DMI | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | J - Other | $0.00 | +250.0K | 0 | New | $0 |
| D | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | M - OptEx | $0.00 | -50.0K | 0 | -100% | $0 |
| DI | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | M - OptEx | $0.00 | -1.20M | 0 | -100% | $0 |
| D | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | J - Other | $0.00 | +387.3K | 387.3K | New | $0 |
| DI | 2023-02-13 | 2023-02-10 | AENT | Finke Thomas M | Dir | D - Sale to Iss | $0.00 | -1.38M | 1.20M | -53% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-02-10 | J | A | 73,864 | $0.00 | 73,864 | I | — | — | |
| 2 | Common | Class A Common Stock | 2023-02-10 | J | A | 113,864 | $0.00 | 163,864 | D | — | — | |
| 3 | Common | Class A Common Stock | 2023-02-10 | J | D | 1,200,000 | $0.00 | 0 | I See Footnote | — | — | (F7) The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 4 | Common | Class A Common Stock | 2023-02-10 | M | A | 50,000 | $0.00 | 50,000 | D See Footnote | — | — | (F5) Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock. (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. |
| 5 | Common | Class A Common Stock | 2023-02-10 | M | A | 1,200,000 | $0.00 | 1,200,000 | I See Footnote | — | — | (F5) Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock. (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. |
| 6 | Derivative | Warrant | 2023-02-10 | J | A | 4,120,000 | $0.00 | 4,120,000 | I See Footnote | — · — to — | 4,120,000 Class A Common Stock | (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. (F8) Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions. |
| 7 | Derivative | Class B Common Stock | 2023-02-10 | M | D | 50,000 | $0.00 | 0 | D See Footnote | — · — to — | 50,000 Class A Common Stock | (F5) Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock. (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. (F1) As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 8 | Derivative | Class B Common Stock | 2023-02-10 | M | D | 1,200,000 | $0.00 | 0 | I See Footnote | — · — to — | 1,200,000 Class A Common Stock | (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F5) Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. (F1) As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 9 | Derivative | Warrant | 2023-02-10 | J | A | 387,333 | $0.00 | 387,333 | D | — · — to — | 387,333 Class A Common Stock | (F8) Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions. |
| 10 | Derivative | Warrant | 2023-02-10 | J | A | 250,000 | $0.00 | 250,000 | I | — · — to — | 250,000 Class A Common Stock | (F8) Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions. |
| 11 | Derivative | Warrant | 2023-02-10 | J | D | 4,120,000 | $0.00 | 0 | I See Footnote | — · — to — | 4,120,000 Class A Common Stock | (F7) The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose. (F8) Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions. |
| 12 | Derivative | Class B Common Stock | 2023-02-10 | D | D | 1,375,000 | $0.00 | 1,200,000 | I See Footnote | — · — to — | 1,375,000 Class A Common Stock | (F2) These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. (F4) Represents the forfeiture of 1,375,000 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Alliance Entertainment Holding Corporation. (F3) The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock. (F1) As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |