UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
September 12, 2024
(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 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
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| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 3 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
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| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 4 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
- 4 -
| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 5 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
- 5 -
| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 6 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
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| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 7 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
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| CUSIP No. 43538H 103 | SCHEDULE 13D | Page 8 of 10 |
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
43,300,317 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
43,300,317 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,300,317 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based upon 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. |
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Explanatory Note
This Amendment No. 5 (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, and as amended by Amendment No. 4 to the Schedule 13D (“Amendment No. 4”), filed on August 17, 2023, 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 September 12, 2024, Holley Parent Holdings, LLC, d/b/a Sentinel Holley Holdings, (“Sentinel Holley”), made an in-kind distribution, in accordance with Sentinel Holley’s governing documents, of an aggregate of 5,873,567 shares of Common Stock to certain of its members, who are primarily former members of management of the Issuer, in exchange for 100% of such members’ interests in Sentinel Holley (the “Distribution”). 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 Holley Inc. No members of Sentinel Holley that are institutional investors received any shares in the Distribution. The Issuer did not distribute or receive shares or receive any consideration in connection with the Distribution, and the Distribution did not create any new shares of Common Stock or change the number of shares of outstanding Common Stock of the Issuer.
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 43,300,317 shares of Common Stock, representing approximately 36.2% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 119,777,222 shares of Common Stock issued and outstanding as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024.
(c) Except for the Distribution 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.
(d) 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.
(e) Not applicable.
- 9 -
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: September 13, 2024 | /s/ David S. Lobel | |||||
| for David S. Lobel | ||||||
| Date: September 13, 2024 | HOLLEY PARENT HOLDINGS, LLC | |||||
| By: | /s/ Vincent Taurassi | |||||
| Name: | Vincent Taurassi | |||||
| Title: | Attorney-in-Fact | |||||
| Date: September 13, 2024 | 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: September 13, 2024 | SENTINEL MANAGING COMPANY V, INC. | |||||
| By: | /s/ Vincent Taurassi | |||||
| Name: | Vincent Taurassi | |||||
| Title: | Attorney-in-Fact | |||||
| Date: September 13, 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 | ||||||
| By: | /s/ Vincent Taurassi | |||||
| Name: | Vincent Taurassi | |||||
| Title: | Attorney-in-Fact | |||||
| Date: September 13, 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 | ||||||
| By: | /s/ Vincent Taurassi | |||||
| Name: | Vincent Taurassi | |||||
| Title: | Attorney-in-Fact | |||||
| Date: September 13, 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 | ||||||
| By: | /s/ Vincent Taurassi | |||||
| Name: | Vincent Taurassi | |||||
| Title: | Attorney-in-Fact | |||||
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