Vivid Seats Inc. — Director's Dealing 2023

Mar 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vivid Seats Inc. (SEAT)
CIK: 0001856031
Period of Report: 2023-03-10

Reporting Person: Wagner Jonathan Miles (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-11	Class A Common Stock	M	40610	—	Acquired	62217	Direct
2023-03-13	Class A Common Stock	S	11757	$7.04	Disposed	50460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-11	Restricted Stock Units	$	M	40610	Disposed		Class A Common Stock (40610)	Direct
2023-03-10	Restricted Stock Units	$	A	209205	Acquired		Class A Common Stock (209205)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock

F2: Represents the aggregate number of shares sold by the Reporting Person solely to cover required taxes and fees due upon the vesting and settlement of RSUs.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.04 to $7.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes.

F4: The RSUs have vested and settled with respect to one third of the RSUs and will vest and settle in equal quarterly installments such that the RSUs will become fully vested on March 11, 2025. The RSUs do not have an expiration date.

F5: The RSUs will vest and settle with respect to one third of the RSUs on March 10, 2024 and in equal quarterly installments thereafter such that the RSUs will become fully vested on March 10, 2026. The RSUs do not have an expiration date.