SEC Form 4: Horizon Sponsor, Llc was granted 50,000 units of Class A ordinary shares and returned 15,550,000 units of Class A ordinary shares to the company
$HZAC
Business Services
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Horizon Acquisition Corp [ HZAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 ordinary shares | 10/15/2021 | A | 50,000 | A | (1) | 15,550,000 | D(2) | |||
| Class A ordinary shares | 10/18/2021 | D | 15,550,000 | D | (3) | 0 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Ordinary Shares | (1) | 10/15/2021 | D | 13,599,608 | (1) | (1) | Class A ordinary shares | 13,599,608 | (1) | 13,599,608 | D(2) | ||||
| Warrants (right to acquire) | (4) | 10/15/2021 | A | 34,000,000 | (4) | (4) | Class A ordinary shares | 34,000,000 | (4) | 34,000,000 | D(2) | ||||
| Warrants (right to acquire) | (4) | 10/18/2021 | D | 34,000,000 | (3) | (3) | Class A ordinary shares | 0 | (3) | 34,000,000 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 reflects the automatic surrender to the issuer of the reporting person's Class B ordinary shares, par value $0.0001 per share, in exchange for 50,000 Class A ordinary shares ("Class A Shares") and 34,000,000 warrants to acquire the issuer's Class A Shares ("Warrants"). |
| 2. The reporting person is indirectly controlled by Todd L. Boehly. |
| 3. In connection with the issuer's initial business combination as disclosed on Schedule 14A filed by the issuer on September 24, 2021 under the heading "DESCRIPTION OF VIVID SEATS PUBCO SECURITIES," the reporting person surrendered the Class A Shares and Warrants in exchange for Class A common stock of Vivid Seats Inc. and Warrants to acquire Class A common stock of Vivid Seats Inc. |
| 4. The Warrants represent the right to receive Class A Shares on a one for one basis, upon payment of the exercise price of $10.00 with respect to 17,000,000 Warrants and $15.00 with respect to 17,000,000 Warrants. The Warrants become exercisable thirty days after the closing of the issuer's initial business combination. |
| Horizon Sponsor, LLC, By: /s/ Todd Boehly, Title: Chief Executive Officer | 10/18/2021 | |
| /s/ Todd L. Boehly | 10/18/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||