SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Barrios George A.

(Last) (First) (Middle)
C/O BOWLERO CORP.
7313 BELL CREEK ROAD

(Street)
MECHANICSVILLE VA 23111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bowlero Corp. [ BOWL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 05/06/2022 M 1,163,671 A $3.406 4,061,419 I See footnote(2)
Class A Common Stock(3) 71,000 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)(1) $3.406 05/16/2022 M 3,963,460 03/05/2021 12/15/2026 Common Stock 1,163,671 $0 0 I See footnote(2)
Explanation of Responses:
1. Bowlero Corp. (the "Issuer") mandatorily redeemed all of its unexercised warrants to purchase shares of the Issuer's Class A common stock (the "common stock") on May 16, 2022. Each whole warrant entitled the holder thereof to purchase one share of common stock as a price of $11.5 per share (subject to adjustment). Pursuant to the terms of the redemption, each holder of warrants could exercise its warrants for cash at $11.5 per share or could exercise the warrants on a cashless basis and receive 0.2936 shares of common stock per warrant exercised. In connection with the redemption Isos Acquisition Sponsor LLC (the "Sponsor") exercised all of its warrants on a cashless basis to purchase 1,163,671 shares of common stock for $3.406 a share (at the rate of 0.2936 shares per warrant exercised).
2. George Barrios is a managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Barrios may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Barrios disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. Pursuant to that certain Subscription Agreement dated July 1, 2021, by and between the Issuer and the Reporting Person, the Reporting Person purchased an aggregate of 50,000 shares of Class A common stock of the Issuer on December 15, 2021, in a private placement that was consummated in connection with the Issuer's initial business combination. Also includes 21,000 restricted stock units representing a contingent right to receive one share of common stock, which will vest on the date of the Issuer's next regular annual meeting, which will be on December 14, 2022.
/s/ Jason Cohen, Attorney-in-Fact 10/28/2022
** 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 4 (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.