SCHEDULE 13D/A
0001193125-21-224484
0001251226
XXXXXXXX
LIVE
6
Common Stock, par value $0.0001 per share
12/16/2024
false
0001822928
43538H103
HOLLEY INC.
2445 Nashville Road, Suite B1
Bowling Green
KY
42101
Vincent E. Taurassi
(212) 688-3100
Sentinel Capital Partners
One Vanderbilt Avenue, 53rd Floor
New York
NY
10017
0001251226
N
David S. Lobel
N
X1
0
41556961
0
41556961
41556961
N
34.7
IN
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001871959
N
Holley Parent Holdings, LLC
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001871535
N
Sentinel Partners V, L.P.
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001871532
N
Sentinel Managing Company V, Inc.
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001581247
N
Sentinel Capital Partners V, L.P.
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001581249
N
Sentinel Capital Partners V-A, L.P.
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
0001581250
N
Sentinel Capital Investors V, L.P.
N
DE
0
41556961
0
41556961
41556961
N
34.7
CO
Percent of class in Row (13) represented by amount in Row (11) is based upon 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
Explanatory Note
This Amendment No. 6 (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, as amended by Amendment No. 4 to the Schedule 13D (Amendment No. 4), filed on August 17, 2023, and as amended by Amendment No. 5 to the Schedule 13D (Amendment No. 5), filed on September 13, 2024, 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.
Common Stock, par value $0.0001 per share
HOLLEY INC.
2445 Nashville Road, Suite B1
Bowling Green
KY
42101
Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:
On December 16, 2024, Holley Parent Holdings, LLC, d/b/a Sentinel Holley Holdings, ("Sentinel Holley"), sold 1,743,356 shares of Common Stock for aggregate consideration of $5,230,068 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.
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.
As of the date hereof, the Reporting Persons each beneficially own 41,556,961 shares of Common Stock, representing approximately 34.7% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by each Reporting Person is based on 119,842,447 shares of Common Stock issued and outstanding as of December 16, 2024, as reported by the Issuer to the Reporting Persons.
The information set forth in Item (5)(a) of this Schedule 13D is incorporated by reference in its entirety into this Item 5(b).
Except for the Transaction as reported herein, neither the Reporting Persons nor any of the individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days.
Except as otherwise described in this Item 5, no one other than the Reporting Persons 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 Persons as described in this Item 5.
Not applicable.
David S. Lobel
/s/ Vincent Taurassi, Attorney-In-Fact
12/18/2024
Holley Parent Holdings, LLC
/s/ Vincent Taurassi
12/18/2024
Sentinel Partners V, L.P.
By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi
12/18/2024
Sentinel Managing Company V, Inc.
/s/ Vincent Taurassi
12/18/2024
Sentinel Capital Partners V, L.P.
By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi
12/18/2024
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, /s/ Vincent Taurassi
12/18/2024
Sentinel Capital Investors V, L.P.
By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi
12/18/2024