LOBEL DAVID S Form 4 Filed 2025-03-24

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

LOBEL DAVID S

2. Issuer Name and Ticker or Trading Symbol
Holley Inc. [HLLY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C., ONE VANDERBILT AVENUE, 53RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2025

(Street)

NEW YORK, NY 10017

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

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
Common Stock	03/20/2025		S⁽¹⁾		802,127	D	$2.47⁽¹⁾	40,754,834	I	See footnote⁽²⁾

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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LOBEL DAVID S C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Holley Parent Holdings, L.L.C. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Sentinel Partners V, L.P. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Sentinel Managing Co V, Inc. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Sentinel Capital Partners V, L.P. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Sentinel Capital Partners V-A, L.P. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X
Sentinel Capital Investors V, L.P. C/O SENTINEL CAPITAL PARTNERS, L.L.C. ONE VANDERBILT AVENUE, 53RD FLOOR NEW YORK, NY 10017	X	X

Explanation of Responses:

On March 20, 2025, Holley Parent Holdings, LLC, d/b/a Sentinel Holley Holdings, ("Sentinel Holley"), sold 802,127 shares of Common Stock for aggregate consideration of $1,981,253.69 to an unaffiliated third party (the "Transaction"). Sentinel Holley is an entity ultimately controlled by Sentinel Capital Partners, LLC that was formed to hold the investment by its affiliated funds and certain other investors in the Issuer. The Issuer did not sell or receive shares or receive any consideration in connection with the Transaction, and the Transaction did not create any new shares of Common Stock or change the number of shares of outstanding Common Stock of the Issuer.

See Exhibit 99.1 for Joint Filer information.

	Signatures
	By: /s/ Vincent Taurassi, Attorney-In-Fact for David S. Lobel	03/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Exhibit 99.1

JOINT FILER INFORMATION

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons, may be deemed to be directors-by-deputization by virtue of Holley Parent Holdings, LLC's ("Holley Parent") right to designate up to three members of the board of directors of the Issuer. Holley Parent is governed by an amended and restated limited liability company agreement (the "Holley Parent LLCA") among Sentinel Capital Partners V, L.P. ("SCP V"), Sentinel Capital Partners V-A, L.P. ("SCP V-A") and Sentinel Capital Investors V, L.P. ("SCI V" and, together with SCP V and SCP V-A, the "Sentinel Investors") and the other members party thereto. By virtue of (a) the ability of the Sentinel Investors under the Holley Parent LLCA to appoint and remove a majority of the members of the board of directors of Holley Parent and (b) the ability of a majority of the board of directors of Holley Parent to control investment and voting power over the shares held by Holley Parent, the Sentinel Investors may be deemed to have beneficial ownership over the shares held of record by Holley Parent. The Sentinel Investors are controlled by Sentinel Partners V, L.P. ("Sentinel Partners V"), their general partner, which is controlled by Sentinel Managing Company V, Inc. ("Sentinel Managing Company"), its general partner, which is controlled by David S. Lobel, its president and sole shareholder. Accordingly, each of Sentinel Partners V, Sentinel Managing Company and Mr. Lobel may be deemed to have beneficial ownership over the shares held by Holley Parent. Each of Holley Parent, the Sentinel Investors, Sentinel Partners V, Sentinel Managing Company and Mr. Lobel disclaim beneficial ownership of the shares held by Holley Parent other than to the extent of their pecuniary interest therein.