0000899243-20-035067.txt : 20201223 0000899243-20-035067.hdr.sgml : 20201223 20201223202601 ACCESSION NUMBER: 0000899243-20-035067 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201222 FILED AS OF DATE: 20201223 DATE AS OF CHANGE: 20201223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEYER ANDREW R CENTRAL INDEX KEY: 0001259062 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39828 FILM NUMBER: 201414157 MAIL ADDRESS: STREET 1: C/O MISTRAL EQUITY PARTNERS STREET 2: 650 FIFTH AVENUE 31ST FL CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARKO Corp. CENTRAL INDEX KEY: 0001823794 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 852784337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 FIFTH AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.616.9625 MAIL ADDRESS: STREET 1: 650 FIFTH AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-22 0 0001823794 ARKO Corp. ARKO 0001259062 HEYER ANDREW R 650 FIFTH AVENUE, FLOOR 10 NEW YORK NY 10019 1 0 0 0 Common Stock, par value $0.0001 per share 4800000 I See Footnote Warrant 2021-01-22 2025-12-22 Common Stock 3550000 I See footnote These securities are held by Haymaker Sponsor II LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein. Each warrant is exercisable for one share of ARKO Corp. Common Stock (as defined below) at an exercise price of $11.50 per share. In connection with the issuer's business combination (the "Business Combination") with Haymaker Acquisition Corp. II ("Haymaker"), the Sponsor exchanged its shares of Class A common stock, par value $0.0001 per share, of Haymaker ("Haymaker Class A Common Stock") for 4,800,000 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share, of ARKO Corp. ("ARKO Corp. Common Stock"), and the right to receive up to 4,200,000 shares of ARKO Corp. Common Stock upon the occurrence of certain events. In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase shares of Haymaker Class A Common Stock for 3,550,000 warrants to purchase shares of ARKO Corp. Common Stock at a price of $11.50 per share. Exhibit 24.1 Power of Attorney /s/ Joseph A. Herz, as Attorney in Fact For Andrew R. Heyer 2020-12-23 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each and any of Alan I. Annex, Joseph A. Herz, Brian Wheaton, Drew M.
Altman and Spencer Cercone his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to:

1.  Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to sections 13 and
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any and all regulations promulgated thereunder (including, without limitation,
any Joint Filing Agreement with respect thereto), and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC"), and with any other entity when
and if such is mandated by the Exchange Act or by the Bylaws of the Financial
Industry Regulatory Authority;

2.  prepare, execute, acknowledge, deliver and file a Form ID (including any
amendments or authentications thereto) with respect to obtaining EDGAR codes,
with the SEC;

3.  seek or obtain, as the representative of the undersigned and on behalf of
the undersigned, information on transactions in securities, from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and the undersigned approves and ratifies
any such release of information; and

4.  perform any and all other acts which in the discretion of such attorneys-in-
fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.

The undersigned acknowledges that:

1.  this Power of Attorney authorizes, but does not require, such attorneys-in-
fact to act in their discretion on information provided to such attorneys-in-
fact without independent verification of such information;

2.  any documents prepared and/or executed by such attorneys-in-fact on behalf
of any of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;

3.  the attorneys-in-fact do not assume (a) any liability for responsibility to
comply with the requirements of the Exchange Act for any of the undersigned, (b)
any liability for any failure to comply with such requirements for any of the
undersigned, or (c) any obligation or liability for profit disgorgement under
Section 16(b) of the Exchange Act for any of the undersigned; and

4.  this Power of Attorney does not relieve any of the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney.  This Power of Attorney
shall remain in full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.

                            [Signature page follows]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of December, 2020.

                                        /s/ Andrew R. Heyer
                                        ----------------------------
                                        Andrew R. Heyer