4//SEC Filing
Hoya Topco, LLC 4
Accession 0001193125-25-263155
CIK 0001856031other
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:00 PM ET
Size
24.7 KB
Accession
0001193125-25-263155
Insider Transaction Report
Form 4
Vivid Seats Inc.SEAT
Hoya Topco, LLC
10% Owner
Transactions
- Other
Class B Common Stock
2025-10-31−2,304,513→ 0 total - Other
Class B Warrants
2025-10-30−79,068→ 120,932 total→ Class B Common Stock (79,068 underlying) - Other
LLC Units of Hoya Intermediate, LLC
2025-10-30−1,506,737→ 2,304,513 total→ Class A Common Stock (1,506,737 underlying) - Other
Class A Warrants
2025-10-31−120,932→ 0 total→ Class A Common Stock (120,932 underlying) - Award
Class A Common Stock
2025-10-31+243,691→ 243,691 total - Other
Class B Common Stock
2025-10-30−1,506,737→ 2,304,513 total - Conversion
Class A Common Stock
2025-10-31+2,304,513→ 2,548,204 total - Other
Class B Warrants
2025-10-31−120,932→ 0 total→ Class B Common Stock (120,932 underlying) - Other
Class A Warrants
2025-10-31+120,932→ 120,932 total→ Class A Common Stock (120,932 underlying) - Other
Class A Common Stock
2025-10-31−2,548,204→ 0 total - Conversion
LLC Units of Hoya Intermediate, LLC
2025-10-31−2,304,513→ 0 total→ Class A Common Stock (2,304,513 underlying)
Footnotes (6)
- [F1]All information in this Form 4 reflects the impact of the Issuer's 1-for-20 reverse stock split on August 5, 2025.
- [F2]Represents a pro-rata distribution in-kind by Hoya Topco, LLC to its members for no consideration.
- [F3]Issued as consideration for the complete and full termination of all rights and obligations under the Tax Receivable Agreement, dated October 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "TRA"), other than certain terms thereof that will expressly survive.
- [F4]Represents the cancellation for no consideration of shares of Class B Common Stock in connection with the exchange of LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into shares of Class A Common Stock.
- [F5]Intermediate Common Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.
- [F6]Pursuant to the terms of the Amended and Restated Corporation Warrant Agreements entered into between the Issuer, the Reporting Persons and the other parties thereto, the Reporting Person's warrants to purchase Class B Common Stock were canceled and converted into 100,000 warrants to purchase Class A Common Stock at $200 per share (the "$200 Class A Warrants") and 100,000 warrants to purchase Class A Common Stock at $300 per share (the "$300 Class A Warrants" and, together with the $200 Class A Warrants, the "Class A Warrants"). The Class A Warrants are presently exchangeable into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder.
Documents
Issuer
Vivid Seats Inc.
CIK 0001856031
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001668426
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 7:00 PM ET
- Accepted
- Nov 3, 9:00 PM ET
- Size
- 24.7 KB