SEC Form 4

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 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* Empower Sponsor Holdings LLC (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/09/2020
	4. If Amendment, Date of 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	07/16/2021		C		6,250,000	A	(1)	6,250,000	D(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: 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 Class A ordinary shares	$11.5	10/09/2020		P(3)		4,666,667		(3)	(3)	Class A ordinary shares(3)	4,666,667	$1.5	4,666,667	D(2)
Class B ordinary shares	(1)	11/23/2020		J(4)			937,500	(1)	(1)	Class A ordinary shares(1)	937,500	(4)	6,250,000	D(2)
Class B ordinary shares	(1)	07/16/2021		C			6,250,000	(1)	(1)	Class A ordinary shares(1)	6,250,000	(1)	0	D(2)

1. Name and Address of Reporting Person* Empower Sponsor Holdings LLC (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VIRTUE J EDWARD (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer of the Class B ordinary shares (the "S-1"), under the heading "Description of Securities," the Class B ordinary shares were automatically convertible into Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The Class B ordinary shares automatically converted into Class A ordinary shares at the time of the issuer's initial business combination on a one-for-one basis. Upon consummation of the business combination, the Class A ordinary shares were redesignated as common stock (without class designation).

2. Empower Sponsor Holdings LLC (the "Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.

3. As described in the S-1, the Sponsor purchased in a private placement warrants to purchase Class A ordinary shares (the "Warrants"), which become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering and 30 days after the completion of issuer's initial business combination, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each Warrant is exercisable for one share of Class A ordinary shares at an exercise price of $11.50 per share, subject to adjustment.

4. The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option.

Remarks:

	MidOcean Associates V, L.P., managing member By: Ultramar Capital, Ltd., general partner By: /s/ James Edward Virtue	07/16/2021
	/s/ James Edward Virtue	07/16/2021
	** Signature of Reporting Person	Date
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