FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HEYER ANDREW R
2. Issuer Name and Ticker or Trading Symbol

ARKO Corp. [ ARKO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

501 MADISON AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2020
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/30/2020  S(1)  515000 D$0.003 236149 I See Footnotes (2)(3)
Common Stock         548831 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On January 3, 2022, Haymaker Sponsor II LLC (the "Sponsor") transferred an aggregate of 515,000 shares of common stock of ARKO Corp. to certain individuals in a private transaction for a purchase price equal to $0.003 per share, which was equivalent to the Sponsor's original purchase price for such securities. The transaction was executed pursuant to an agreement entered into on December 30, 2020.
(2) Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
(3) Includes 236,149 shares of common stock of ARKO Corp. held by the Andrew R. Heyer 2019 Grantor Retained Annuity Trust (the "Retained Annuity Trust"). Andrew R. Heyer is the trustee of the Retained Annuity Trust and has voting and dispositive power of the securities held by such entity. Accordingly, Andrew R. Heyer may be deemed to have or share beneficial ownership of such securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HEYER ANDREW R
501 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY 10022
X



Signatures
/s/ Andrew R. Heyer1/4/2022
**Signature of Reporting PersonDate

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