SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

21,594,357

Shared Voting Power

73,759,954

Sole Dispositive Power

21,594,357

Shared Dispositive Power

73,759,954

SC 13D/A 1 d434250dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Bowlero Corp.

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

10258P 102

(CUSIP Number)

Thomas F. Shannon

c/o Bowlero Corp.

7313 Bell Creek Road

Mechanicsville, Virginia 23111

(804) 417-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 25, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10258P 102


1.		Names of Reporting Persons. Thomas F. Shannon
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States of America

CUSIP No. 10258P 102


1.		Names of Reporting Persons. Cobalt Recreation LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 10258P 102


1.		Names of Reporting Persons. The Cobalt Group LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Explanatory Note

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2021. Except as otherwise specified in this Amendment No. 1, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

On November 25, 2022, a Reporting Person adopted a Rule 10b5-1 trading plan (the “Rule 10b5-1 Plan”), pursuant to which, over a period starting on January 5, 2023 and ending on December 29, 2023 or on an earlier date at which all shares under the Rule 10b5-1 Plan have been sold, such Reporting Person may sell certain shares of the Issuer’s Class A Common Stock, subject to certain limits. The amount and timing of any sales may vary and will be determined based on the terms of the Rule 10b5-1 Plan, market conditions, share price and other factors. As of the date hereof, pursuant to the Rule 10b5-1 Plan, such Reporting Person has sold an aggregate of 1,287,185 shares of Class A Common Stock in open market transactions.

Item 5.

Interest in Securities of the Issuer

Item 5

of the Schedule 13D is amended and supplemented as follows:

(a)

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 109,863,743 shares of Class A Common Stock outstanding as of December 15, 2022, as reported by the Issuer in its prospectus filed with the SEC on December 30, 2022 and assumes the conversion of all the shares of Class B Common Stock and stock options beneficially owned by the Reporting Persons to shares of Class A Common Stock.

(b)

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Cobalt Recreation LLC holds 52,471,210 shares of Class B Common Stock, Mr. Shannon holds 1,112,815 shares of Class A Common Stock, 3,439,993 shares of Class B Common Stock and stock options exercisable for 16,735,936 shares of Class B Common Stock. The Cobalt Group LLC is the managing member of Cobalt Recreation LLC and Mr. Shannon is the managing member of The Cobalt Group LLC.

(c)

The Reporting Person mentioned in Item 4 to this Amendment No. 1 to the Schedule 13D has effected the following transactions in the reported securities in the 60-days preceding the date of the cover pages hereto. All sales were effected by such Reporting Person in public market transactions pursuant to the previously adopted Rule 10b5-1 Plan.


Name of Security:	Purchase or Sale	Date		Number of Shares		Price Per Share
Class A Common Stock	Sale		1/06/2023		10,203	$	13.75	⁽¹⁾
Class A Common Stock	Sale		1/09/2023		116,454	$	13.82	⁽²⁾
Class A Common Stock	Sale		1/10/2023		69,725	$	13.77	⁽³⁾
Class A Common Stock	Sale		1/11/2023		18,045	$	13.76	⁽⁴⁾
Class A Common Stock	Sale		1/12/2023		492,682	$	13.76	⁽⁵⁾
Class A Common Stock	Sale		1/13/2023		70,973	$	14.14	⁽⁶⁾
Class A Common Stock	Sale		1/18/2023		3,490	$	14.26	⁽⁷⁾
Class A Common Stock	Sale		1/19/2023		200,000	$	13.82	⁽⁸⁾
Class A Common Stock	Sale		1/20/2023		192,654	$	14.37	(9)
Class A Common Stock	Sale		1/23/2023		9,044	$	14.29	⁽¹⁰⁾
Class A Common Stock	Sale		1/24/2023		60,568	$	14.27	⁽¹¹⁾
Class A Common Stock	Sale		1/25/2023		43,347	$	14.29	⁽¹²⁾
Class A Common Stock	Sale		1/26/2023		100	$	14.33

(1)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.75 to $13.77, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(2)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.75 to $13.94, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(3)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.75 to $13.89, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(4)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.75 to $13.87, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(5)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.75 to $14.37, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(6)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.95 to $14.31, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(7)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.29, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(8)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.73 to $14.10, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(9)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.55, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(10)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.40, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(11)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.32, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(12)

Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.41, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

(d)

No person other than the Reporting Persons disclosed in this Schedule 13D has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 1 to Schedule 13D is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 27, 2023

/s/ Thomas F. Shannon

THOMAS F. SHANNON

COBALT RECREATION LLC

By: /s/ Thomas F. Shannon

Name: Thomas F. Shannon

Title: Managing Member

THE COBALT GROUP LLC

By: /s/ Thomas F. Shannon

Name: Thomas F. Shannon

Title: Managing Member

SEC Form SC 13D/A filed by Bowlero Corp. (Amendment)