Home/Filings/4/A/0001437749-22-019361

4/A//SEC Filing

VIRTUE J EDWARD 4/A

Accession 0001437749-22-019361

CIK 0001822928other

View on SEC.gov Company Profile

Filed

Aug 7, 8:00 PM ET

Accepted

Aug 8, 4:06 PM ET

Size

37.1 KB

Accession

0001437749-22-019361

Insider Transaction Report

Form 4/AAmended

Period: 2020-10-09

Holley Inc.HLLY

MIDOCEAN PARTNERS V EXECUTIVE, L.P.

10% Owner

Transactions

Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

Empower Sponsor Holdings LLC

10% Owner

Transactions

Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

MIDOCEAN ASSOCIATES V, L.P.

10% Owner

Transactions

Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

MidOcean Partners V, L.P.

10% Owner

Transactions

Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

ULTRAMAR CAPITAL LTD

10% Owner

Transactions

Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

VIRTUE J EDWARD

10% Owner

Transactions

Purchase
Warrants to purchase Common Stock
2021-07-16+1,658,333→ 1,658,333 total(indirect: By MidOcean Partners V, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (1,658,333 underlying)
Conversion
Common Stock
2020-07-16+6,250,000→ 6,250,000 total
Other
Class B ordinary shares
2020-11-23−937,500→ 6,250,000 total
→ Common Stock (937,500 underlying)
Purchase
Common Stock
2020-07-16+4,975,000→ 4,975,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Common Stock
2020-07-16+25,000→ 25,000 total(indirect: By MidOcean Partners V Executive, L.P.)
Purchase
Common Stock
2020-07-16$10.00/sh+1,100,000$11,000,000→ 6,075,000 total(indirect: By MidOcean Partners V, L.P.)
Purchase
Class B ordinary shares
2020-08-21+7,187,500→ 7,187,500 total
→ Common Stock (7,187,500 underlying)
Purchase
Warrants to purchase Common Stock
2020-10-09$1.50/sh+4,666,667$7,000,001→ 4,666,667 total
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (4,666,667 underlying)
Conversion
Class B ordinary shares
2021-07-16−6,250,000→ 0 total
→ Common Stock (6,250,000 underlying)
Purchase
Warrants to purchase Common Stock
2021-07-16+8,333→ 8,333 total(indirect: By MidOcean Partners V Executive, L.P.)
Exercise: $11.50From: 2021-10-09Exp: 2026-07-16→ Common Stock (8,333 underlying)

Footnotes (10)

[F1]As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.
[F10]The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering.
[F2]Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
[F3]On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.
[F4]Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
[F5]On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.
[F6]Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
[F7]On July 16, 2021, Partners acquired 1,100,000 shares of Common Stock in a private placement separate from the securities acquired pursuant to the A&R FPA discussed in footnote 3.
[F8]Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000.
[F9]On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business

Documents

1 file

4
rdgdoc.xml
FORM 4/A

Issuer

Holley Inc.

CIK 0001822928

→

Entity typeother

Related Parties

filerCIK 0001268105

Filing Metadata

Form type: 4/A
Filed: Aug 7, 8:00 PM ET
Accepted: Aug 8, 4:06 PM ET
Size: 37.1 KB

View on SEC.gov