0000899243-20-035345.txt : 20201228 0000899243-20-035345.hdr.sgml : 20201228 20201228202811 ACCESSION NUMBER: 0000899243-20-035345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201222 FILED AS OF DATE: 20201228 DATE AS OF CHANGE: 20201228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haymaker Sponsor II LLC CENTRAL INDEX KEY: 0001771905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38931 FILM NUMBER: 201419948 BUSINESS ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126169600 MAIL ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Haymaker Acquisition Corp. II CENTRAL INDEX KEY: 0001771908 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 833642865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126169600 MAIL ADDRESS: STREET 1: 650 5TH AVENUE FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-22 1 0001771908 Haymaker Acquisition Corp. II HYAC 0001771905 Haymaker Sponsor II LLC 650 FIFTH AVENUE, FLOOR 10 NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2020-12-22 4 C 0 10000000 A 10000000 D Class A Common Stock 2020-12-22 4 J 0 10000000 D 0 D Class B Common Stock 2020-12-22 4 C 0 10000000 D Class A Common Stock 10000000 0 D Warrant 2020-12-22 4 J 0 5550000 D Class A Common Stock 5550000 0 D As described in the issuer's registration statement on Form S-1 (File No. 333-231617) (the "Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. (Continued from Footnote 1) On December 22, 2020, the issuer consummated its initial business combination (the "Business Combination") with ARKO Corp., a Delaware corporation. In connection with the Business Combination, each share of Class B Stock converted into Class A Stock. These securities were 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 have been 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. In connection with the Business Combination, the Sponsor exchanged its Class A Shares 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 Class A Stock for 3,550,000 warrants to purchase shares of ARKO Corp. Common Stock at a purchase price of $11.50 per share. The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination. /s/ Andrew R. Heyer, managing member, Haymaker Sponsor II LLC 2020-12-28