Edward Pickus - Dec 7, 2023 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role: Chief Accounting Officer
Signature: /s/ Edward Pickus
Stock symbol: SEAT
Transactions as of: Dec 7, 2023
Transactions value $: -$5,011
Form type: 4
Date filed: 12/13/2023, 07:31 PM
Previous filing: Oct 23, 2023
Next filing: Jan 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAT	Class A Common Stock	Options Exercise		+2.44K	+11.99%		22.8K	Dec 11, 2023	Direct	F1
transaction	SEAT	Class A Common Stock	Sale	-$5.01K	-721	-3.17%	$6.95	22K	Dec 12, 2023	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SEAT	Stock Option	Disposed to Issuer		-32.1K	-100%		0	Dec 7, 2023	Class A Common Stock	32.1K	$15.00	Direct	F4, F5
transaction	SEAT	Stock Option	Disposed to Issuer		-32.1K	-100%		0	Dec 7, 2023	Class A Common Stock	32.1K	$12.86	Direct	F4, F5
transaction	SEAT	Stock Option	Disposed to Issuer		-75.2K	-100%		0	Dec 7, 2023	Class A Common Stock	75.2K	$10.26	Direct	F6, F7
transaction	SEAT	Stock Option	Award		+75.2K			75.2K	Dec 7, 2023	Class A Common Stock	75.2K	$6.76	Direct	F6, F7
transaction	SEAT	Restricted Stock Units	Options Exercise	$0	-2.44K	-16.66%	$0.00	12.2K	Dec 11, 2023	Class A Common Stock	2.44K		Direct	F1, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock.
F2	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.
F3	Represents the weighted average sale price of multiple transactions at prices ranging from $6.95 to $7.02 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.
F4	The stock option began vesting in 16 equal quarterly installments on January 19, 2022.
F5	The stock option was cancelled by mutual agreement of the reporting person and the Issuer in connection with the other stock option cancellations and grants reported on this Form.
F6	One-third of the stock option vested on March 11, 2023. The remainder of the stock option vests in equal quarterly installments such that the stock option will be fully vested on March 11, 2025.
F7	The reporting person agreed to cancellation of a stock option granted on March 11, 2022 in exchange for a new stock option having a lower exercise price, but otherwise identical terms.
F8	One-third of the RSUs vested and settled on March 11, 2023. The remainder of the RSUs vest and settle in equal quarterly installments such that the RSUs will be fully vested on March 11, 2025. The RSUs do not have an expiration date.