Vivid Seats Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:21

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bakal Riva
2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [SEAT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
(Last) (First) (Middle)
C/O VIVID SEATS INC., 24 E. WASHINGTON STREET, SUITE 900 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
CHICAGO, IL 60602 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 12/11/2024 M 14,528 A (1) 141,587 D
Class A Common Stock 12/11/2024 M 6,904 A (1) 148,491 D
Class A Common Stock 12/11/2024 F 6,290 D $3.58 142,201 D
Class A Common Stock 12/12/2024 S 3,186(2) D $3.44(3) 139,015 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) 12/11/2024 M 14,528 (4) (4) Class A Common Stock 14,528 $ 0 72,642 D
Restricted Stock Units (1) 12/11/2024 M 6,904 (5) (5) Class A Common Stock 6,904 $ 0 6,904 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bakal Riva
C/O VIVID SEATS INC.
24 E. WASHINGTON STREET, SUITE 900
CHICAGO, IL 60602 		Chief Strategy Officer

Signatures

/s/ Riva Bakal 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
(2) Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.
(3) Represents the weighted average sale price of multiple transactions at prices ranging from $3.35 to $3.44 per share. The reporting person undertakes to provide, upon request from the staff of the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4) One-third of the RSUs vested on March 11, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2026. The RSUs do not have an expiration date.
(5) One-third of the RSUs vested on March 11, 2023. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2025. The RSUs do not have an expiration date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.