SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2021 | 3. Issuer Name and Ticker or Trading Symbol Vivid Seats Inc. [ SEAT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 52,057,173 | I | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (Rights to Acquire) | 10/23/2021 | 10/18/2026 | Class A Common Stock | 11,686,457 | 11.5 | I | See footnotes(1)(2) |
Warrants (Rights to Acquire) | 11/17/2021 | 10/18/2031 | Class A Common Stock | 34,000,000 | (1) | I | See footnotes(1)(2) |
Option (Obligation to Purchase) | 10/19/2022 | 10/19/2022 | Class A Common Stock | 2,500,000 | 9.77 | D(1)(2) |
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. With respect to the reported securities: (i) Horizon Sponsor, LLC ("Sponsor") directly holds 15,550,000 of the reported shares of Class A common stock ("Class A Common") and all of the reported warrants to acquire shares of Class A Common, (ii) Security Benefit Life Insurance Company ("SBL") directly holds 36,507,173 of the reported shares of Class A Common and (iii) the Option is an obligation of, Eldridge Industries, LLC ("Eldridge LLC"). |
2. The Sponsor and SBL are each indirectly controlled by Eldridge LLC. Todd L. Boehly is the indirect controlling member of Eldridge and, in such capacity, may be deemed to have voting and dispositive power over the reported securities. Each of the foregoing persons disclaims beneficial ownership except to the extent of such person's pecuniary interest therein. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory | 10/18/2021 | |
/s/ Horizon Sponsor, LLC, By: Todd Boehly, Chief Executive Officer | 10/18/2021 | |
/s/ Security Benefit Life Insurance Company, By: /s/ Joseph Wittrock, Senior Vice President and Chief Investment Officer | 10/18/2021 | |
/s/ Todd L. Boehly | 10/18/2021 | |
** 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 5 (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. |