Lucky Strike Entertainment Corp — Director's Dealing 2022

Dec 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bowlero Corp. (BOWL)
CIK: 0001840572
Period of Report: 2022-12-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-12	Restricted Stock Units	$	A	53	Acquired	2026-12-15	Class B Common Stock (53)	Indirect

Footnotes

F1: The Restricted Stock Units ("RSUs") were received pursuant to the terms of the Business Combination Agreement in connection with the acquisition by the Issuer of Bowlero Corp. (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.

F2: 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.

F3: 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.