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*
Eldridge Industries, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/05/2022 A 1,239,999(1) A (1) 53,297,172 I See Footnotes(2)(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
Warrants (Rights to Acquire) $11.5 07/05/2022 D 5,166,666 (1) (1) Class A Common Stock 5,166,666 (1) 6,519,791 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Eldridge Industries, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Horizon Sponsor, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boehly Todd L

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POST PORTFOLIO TRUST, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Prospectus/Offer to Exchange that is included in the Registration Statement on Form S-4, initially filed by the Issuer with the SEC on May 26, 2022, the Reporting Person tendered Warrants to acquire Class A common stock ("Class A Common") and received .24 shares of Class A Common per Warrant.
2. With respect to the reported securities, Horizon Sponsor, LLC ("Sponsor") directly holds 16,789,999 of the reported shares of Class A Common and all of the reported warrants to acquire shares of Class A Common and Post Portfolio Trust, LLC ("Post Portfolio") directly holds 36,507,173 of the reported shares of Class A Common.
3. Each of the Sponsor and Post Portfolio is indirectly controlled by Eldridge Industries, LLC. Todd L. Boehly is the indirect controlling member of Eldridge Industries, LLC and, in such capacity, may be deemed to have voting and dispositive power over the reported securities. Each of the foregoing persons disclaims beneficial ownership except to the extent of such person's pecuniary interest therein. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, Sponsor, Post Portfolio, and Eldridge Industries may be deemed directors by deputization with respect to the Issuer.
Remarks:
/s/ Eldridge Industries, LLC, By: /s/ Todd L. Boehly, Authorized Signatory 07/07/2022
/s/ Todd L. Boehly 07/07/2022
/s/ Horizon Sponsor LLC, By: Todd Boehly, Chief Executive Officer 07/07/2022
/s/ Post Portfolio Trust, LLC, By: Todd L. Boehly, Chief Executive Officer 07/07/2022
** 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).
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