Holley Inc. Form SC 13D/A Filed 2023-08-17

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

49,173,884

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

49,173,884

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

HOLLEY INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

43538H 103

(CUSIP Number)

Vincent E. Taurassi

General Counsel

Sentinel Capital Partners

One Vanderbilt Avenue, 53rd Floor

New York, NY 10017

(212) 688-3100

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

August 15, 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 § 240.13d-7(b) 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 (“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. 43538H 103		SCHEDULE 13D		Page 2 of 11


1		NAME OF REPORTING PERSON David S. Lobel
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 3 of 11


1		NAME OF REPORTING PERSON Holley Parent Holdings, 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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 4 of 11


1		NAME OF REPORTING PERSON Sentinel Partners V, L.P.
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 5 of 11


1		NAME OF REPORTING PERSON Sentinel Managing Company V, Inc.
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 6 of 11


1		NAME OF REPORTING PERSON Sentinel Capital Partners V, L.P.
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 7 of 11


1		NAME OF REPORTING PERSON Sentinel Capital Partners V-A, L.P.
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.


CUSIP No. 43538H 103		SCHEDULE 13D		Page 8 of 11


1		NAME OF REPORTING PERSON Sentinel Capital Investors V, L.P.
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) N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based upon 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.

Explanatory Note

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on July 26, 2021 (as amended by Amendment No. 1 to the Schedule 13D (“Amendment No. 1”), filed on February 15, 2022, as amended by Amendment No. 2 to the Schedule 13 D (“Amendment No. 2”), filed on March 24, 2022 as amended by Amendment No. 3 to the Schedule 13D (“Amendment No. 3), filed on April 25, 2022 , this “Schedule 13D”) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in this Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in this Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:

On August 15, 2023, Holley Parent Holdings, LLC (the “Selling Stockholder”) and the Issuer sold in the aggregate 5,500,000 shares of Common Stock. The shares were sold at a price of $6.30 per share. The sale of the shares of Common Stock closed on August 17, 2023.

Item 5. Interest in Securities of the Issuer

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

The information set forth in or incorporated by reference in Item 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) - (b) As of the date hereof, the Reporting Persons each beneficially own 49,173,884 shares of Common Stock, representing approximately 41.5% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 118,343,604 shares of Common Stock issued and outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.

(c) Except for the sale of Common Stock as reported herein, neither the Reporting Person nor any of the individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person as described in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of this Schedule 13D is hereby amended and supplemented to include the following:

The Selling Stockholder has agreed to customary lock-up restrictions with Jefferies LLC in connection with the sale of the securities (subject to certain exceptions) in respect of the Common Stock for a 45-day period commencing August 15, 2023.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended and supplemented to include the following:


Exhibit No.		Description

7		Lock-up Agreement, dated August 15, 2023, by and between Holley Parent Holdings, LLC and Jefferies LLC.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: August 17, 2023	/s/ Vincent Taurassi, Attorney-In-Fact
	for David S. Lobel

Date: August 17, 2023	HOLLEY PARENT HOLDINGS, LLC

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Date: August 17, 2023	SENTINEL PARTNERS V, L.P.
	By: Sentinel Managing Company V, Inc.
	its general partner

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Date: August 17, 2023	SENTINEL MANAGING COMPANY V, INC.

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Date: August 17, 2023	SENTINEL CAPITAL PARTNERS V, L.P.
	By: Sentinel Partners V, L.P.
	its general partner
	By: Sentinel Managing Company V, Inc.
	its general partner

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Date: August 17, 2023	SENTINEL CAPITAL PARTNERS V-A, L.P.
	By: Sentinel Partners V, L.P. its general partner
	By: Sentinel Managing Company V, Inc. its general partner

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Date: August 17, 2023	SENTINEL CAPITAL INVESTORS V, L.P.
	By: Sentinel Partners V, L.P. its general partner
	By: Sentinel Managing Company V, Inc. its general partner

	By:	/s/ Vincent Taurassi
	Name:	Vincent Taurassi
	Title:	Attorney-in-Fact

Exhibit 99.7

Lock-up Agreement

August 15, 2023

Jefferies LLC (“you” or “Jefferies”)

520 Madison Avenue

New York, New York 10022

RE: Holley Inc. (the “Company”)

Ladies & Gentlemen:

Holley Parent Holdings, L.L.C. (“the undersigned” or “Selling Stockholder”) is a record or beneficial owner of common stock of the Company (“Common Stock”) and Related Securities (as defined below). In connection with a possible transaction involving the Selling Stockholder (“Transaction”), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Selling Stockholder agrees as follows:

During the period commencing the date hereof and ending (and including) the 45th day from the date hereof (“Lock-up Period”), except pursuant to the Transaction, the Selling Stockholder will not (and will cause its affiliates ((other than the Company and its subsidiaries) not to), without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock (“Related Securities”); (ii) effect any short sale or establish or increase any put equivalent position or liquidate or decrease any call equivalent position of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or Related Securities (other than ordinary course transfers among the Selling Stockholder and its affiliates); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii) participate in the filing of any registration statement under the Securities Act in respect of any Common Stock or Related Securities; or (viii) publicly announce the intention to do any of the foregoing.

The undersigned now has, and for the duration of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Common Stock free and clear of all liens, encumbrances, and claims whatsoever, other than encumbrances arising under U.S. federal securities laws.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Common Stock and Related Securities except in compliance with the foregoing restrictions.

The undersigned confirms that the undersigned has not taken any action designed to or that might reasonably be expected to cause or result in the manipulation of the price of any security of the Company. The undersigned will not take, directly or indirectly, any such action during the Lock-Up Period.

Whether or not any Transaction occurs as currently contemplated or at all depends on market conditions and other factors. Any Transaction will only be made pursuant to a subsequent written agreement, the terms of which are subject to negotiation between the Selling Stockholder and you. The undersigned acknowledges that Jefferies is relying on the representations and agreements of the undersigned contained in this letter agreement.

The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors and permitted assigns of the undersigned.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement incorporates the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party. This Agreement may be executed in one or more facsimile or emailed PDFs, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement shall not be assigned by the Selling Stockholder. Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be mailed via nationally recognized overnight courier service or hand delivered (a) if to you, at the address set forth above, Attention: General Counsel.

HOLLEY PARENT HOLDINGS, L.L.C.

Signature

/s/ Vincent Taurassi

Printed Name of Person Signing

Vincent Taurassi

(Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)

Attorney-in-Fact

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