Lucky Strike Entertainment Corp — Director's Dealing 2021

Dec 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bowlero Corp. ([BOWL)
CIK: 0001840572
Period of Report: 2021-12-15

Reporting Person: Shannon Thomas F. (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Cobalt Recreation LLC (Director)
Reporting Person: Cobalt Group, LLC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Class B Common Stock	$	A	4417180	Acquired		Class A Common Stock (4417180)	Direct
2021-12-15	Class B Common Stock	$	A	1422813	Acquired		Class A Common Stock (1422813)	Direct
2021-12-15	Class B Common Stock	$	A	52471210	Acquired		Class A Common Stock (52471210)	Indirect
2021-12-15	Restricted Stock Units	$	A	9802412	Acquired	2026-12-15	Class B Common Stock (9802412)	Indirect
2021-12-15	Stock Option (Right to Buy)	$10.00	A	482784	Acquired	2031-12-15	Class B Common Stock (482784)	Direct
2021-12-15	Stock Option (Right to Buy)	$10.00	A	1356250	Acquired	2031-12-15	Class B Common Stock (1356250)	Direct
2021-12-15	Stock Option (Right to Buy)	$12.00	A	1356250	Acquired	2031-12-15	Class B Common Stock (1356250)	Direct
2021-12-15	Stock Option (Right to Buy)	$14.00	A	1356250	Acquired	2031-12-15	Class B Common Stock (1356250)	Direct
2021-12-15	Stock Option (Right to Buy)	$16.00	A	1356250	Acquired	2031-12-15	Class B Common Stock (1356250)	Direct
2021-12-15	Stock Option (Right to Buy)	$18.00	A	1356250	Acquired	2031-12-15	Class B Common Stock (1356250)	Direct
2021-12-15	Stock Option (Right to Buy)	$4.13	A	3563684	Acquired	2031-12-15	Class B Common Stock (3563684)	Direct
2021-12-15	Stock Option (Right to Buy)	$7.92	A	12237385	Acquired	2031-12-15	Class B Common Stock (12237385)	Direct

Footnotes

F1: The shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") are convertible into shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") at the option of the holder on a one-to-one basis, and will automatically convert to shares of Class A Common Stock upon (i) Mr. Shannon ceasing to beneficially own at least 10% of the Issuer's outstanding common stock, (ii) the death or disability of Mr. Shannon, (iii) the employment of Mr. Shannon as the CEO of the Issuer being terminated for cause, and (iv) the fifteenth anniversary of the closing of the Acquisition (as defined below).

F2: Represents shares of Class B 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").

F3: The Restricted Stock Units ("RSUs") were received in connection with the Acquisition. 50% of the RSUs 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 RSUs 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.

F4: The stock options will vest and become exercisable in one-third installments on the first, second and third anniversaries of December 15, 2021.

F5: The stock options will vest and become exercisable in one-third installments on the second, third and fourth anniversaries of December 15, 2021.

F6: The stock options will vest and become exercisable in one-third installments on the third, fourth and fifth anniversaries of December 15, 2021.

F7: The stock options will vest and become exercisable in one-third installments on the fourth, fifth and sixth anniversaries of December 15, 2021.

F8: The stock options will vest and become exercisable in one-third installments on the fifth, sixth and seventh anniversaries of December 15, 2021.

F9: Represents stock options received in connection with the Acquisition in exchange for stock options of Legacy Bowlero.

F10: Held directly by Cobalt Recreation LLC. The managing member of Cobalt Recreation LLC is The Cobalt Group LLC. The managing member of The Cobalt Group LLC is Mr. Shannon. Mr. Shannon disclaims beneficial ownership of the shares held by Cobalt Recreation LLC except to the extent of any pecuniary interest therein.