SEC FORM 4

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

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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^*

MARINER JONATHAN D

(Last)

(First)

(Middle)

C/O ENJOY TECHNOLOGY, INC.

3240 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENJOY TECHNOLOGY OPERATING CORP. /DE [ ENJY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Admin and People Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2021		A⁽¹⁾		212,134	A	⁽¹⁾⁽²⁾	212,134⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.31	10/15/2021		A⁽¹⁾		413,467		⁽³⁾	02/18/2031	Common Stock	413,467	⁽⁴⁾	413,467	D

Explanation of Responses:

1. Received pursuant to the Agreement and Plan of Merger, dated as of April 28, 2021, as amended on July 23, 2021 and September 13, 2021, by and among Marquee Raine Acquisition Corp. ("MRAC"), MRAC Merger Sub Corp., a direct, wholly owned subsidiary of MRAC ("Merger Sub") and Enjoy Technology Operating Corp. ("Legacy Enjoy"), pursuant to which Merger Sub merged with and into Legacy Enjoy, with Legacy Enjoy surviving as a wholly owned subsidiary of MRAC, which subsequently changed its name to Enjoy Technology, Inc. (the "Issuer"), (the "Merger Agreement"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."

2. Includes 191,532 shares that are time-based and performance based restricted stock units received for no consideration. The performance based vesting conditions were satisfied as a result of the closing of the Business Combination ("Closing"). Twenty-five percent of such restricted stock units shall be issuable on the first anniversary of the vesting commencement date, December 1, 2021, with the remaining seventy-five percent vesting over the following three years in equal quarterly installments.

3. Twenty-five percent of the shares subject to the stock option shall be fully vested and exercisable on December 1, 2021, and the remaining balance vests in equal monthly installments and will be fully vested and exercisable on December 1, 2024, the fourth anniversary of the vesting commencement date.

4. Received in exchange for an option to purchase 1,200,000 shares of common stock of Legacy Enjoy.

Remarks:

	Jonathan D. Mariner, by /s/ Ron A. Metzger, Attorney-in-Fact	10/19/2021
	** 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).
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