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Form 4 Holley Inc. For: Aug 05 Filed by: Rubel Matthew E

August 8, 2022 4:14 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Rubel Matthew E
(Last) (First) (Middle)
1801 RUSSELLVILLE ROAD
(Street)
BOWLING GREEN KY 42101
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Holley Inc. [ HLLY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022
4. If Amendment, Date of 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
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 08/05/2022   J (1)   493,632 A $ 0 493,632 I By Rubel Family Management Trust U/A Dated 10/8/2018 (2)
Common Stock 08/05/2022   J (1)   134,831 A $ 0 134,831 I By Matthew Rubel Family Annual Exclusion Trust FBO Joshua Rubel (3)
Common Stock 08/05/2022   J (1)   134,831 A $ 0 134,831 I By Matthew Rubel Family Annual Exclusion Trust FBO Jeffrey Rubel (4)
Common Stock 08/05/2022   J (1)   134,831 A $ 0 134,831 I By Matthew Rubel Family Annual Exclusion Trust FBO Michael Rubel (5)
Common Stock               26,320 D  
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: 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
Warrants to purchase Common Stock $ 11.5 08/05/2022   J (1)   233,333   10/09/2021 (6) 07/16/2026 (6) Common Stock 233,333 $ 0 233,333 I By Rubel Family Management Trust U/A Dated 10/8/2018 (2)
Explanation of Responses:
1. On August 5, 2022, Empower Sponsor Holdings LLC ("Sponsor") effectuated a distribution of its 6,250,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Holley Inc. (the "Issuer") and 4,666,667 warrants to purchase Common Stock (the "Warrants") (and such distributions, the "Distribution"). As part of the Distribution, (i) 493,632 shares of Common Stock and 233,333 Warrants were distributed to the Rubel Family Management Trust U/A Dated 10/8/2018 ("Management Trust"), (ii) 134,831 shares of Common Stock was distributed to the Matthew Rubel Family Annual Exclusion Trust FBO Joshua Rubel (the "Joshua Trust"), (iii) 134,831 shares of Common Stock was distributed to the Matthew Rubel Family Annual Exclusion Trust FBO Jeffrey Rubel (the "Jeffrey Trust"), and (iv) 134,831 shares of Common Stock was distributed to the Matthew Rubel Family Annual Exclusion Trust FBO Michael Rubel (the "Michael Trust"). The remaining shares of Common Stock and Warrants previously hel
2. Management Trust is the record holder of the securities reported. Mr. Rubel and Melissa Rubel are the trustees of the Management Trust and have shared voting and investment control over the securities held by the Management Trust. Each of Mr. Rubel and Ms. Rubel disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
3. Joshua Trust is the record holder of the securities reported. Mr. Rubel is the trustee of the Joshua Trust and has voting and investment control over the securities held by the Joshua Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.
4. Jeffrey Trust is the record holder of the securities reported. Mr. Rubel is the trustee of the Jeffrey Trust and has voting and investment control over the securities held by the Jeffrey Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.
5. Michael Trust is the record holder of the securities reported. Mr. Rubel is the trustee of the Michael Trust and has voting and investment control over the securities held by the Michael Trust. Mr. Rubel disclaims beneficial ownership except to the extent of his pecuniary interests therein.
6. The Warrants become exercisable at any time commencing on the later of one year from the closing of the Issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of Issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.
/s/ Dominic Bardos, Attorney-In-Fact for Matthew E. Rubel 08/08/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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