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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chia Stanley
  2. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [SEAT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O VIVID SEATS INC., 24 E. WASHINGTON STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
09/11/2024
(Street)

CHICAGO, IL 60602		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Class A Common Stock 09/11/2024   M   26,397 A (1) 653,763 D  
Class A Common Stock 09/11/2024   M   43,585 A (1) 697,348 D  
Class A Common Stock 09/11/2024   G   697,348 D $ 0 0 (2) D  
Class A Common Stock 09/11/2024   G   697,348 A $ 0 697,348 I By trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 09/11/2024   M     26,397   (3)   (3) Class A Common Stock 26,397 $ 0 52,795 D  
Restricted Stock Units (1) 09/11/2024   G     52,795 (4)   (3)   (3) Class A Common Stock 52,795 $ 0 0 (2) D  
Restricted Stock Units (1) 09/11/2024   G     78,125 (5)   (5)   (5) Class A Common Stock 78,125 $ 0 0 (2) D  
Restricted Stock Units (1) 09/11/2024   M     43,585   (6)   (6) Class A Common Stock 43,585 $ 0 261,508 D  
Restricted Stock Units (1) 09/11/2024   G     261,508 (7)   (6)   (6) Class A Common Stock 261,508 $ 0 0 (2) D  
Stock Option $ 7.17 09/11/2024   G     1,136,363 (8)   (8) 03/10/2033 Class A Common Stock 1,136,363 $ 0 0 (2) D  
Stock Option $ 6.76 09/11/2024   G     663,130 (9)   (9) 10/19/2031 Class A Common Stock 663,130 $ 0 0 (2) D  
Stock Option $ 6.76 09/11/2024   G     814,536 (10)   (10) 03/11/2032 Class A Common Stock 814,536 $ 0 0 (2) D  
Restricted Stock Units (1) 09/11/2024   G     1,937,984 (11)   (11)   (11) Class A Common Stock 1,937,984 $ 0 0 (2) D  
Restricted Stock Units (1) 09/11/2024   G     1,400,000 (12)   (12)   (12) Class A Common Stock 1,400,000 $ 0 0 (2) D  
Stock Option $ 7.17 09/11/2024   G   1,136,363 (8)     (8) 03/10/2033 Class A Common Stock 1,136,363 $ 0 1,136,363 I By trust (2)
Restricted Stock Units (1) 09/11/2024   G   52,795 (4)     (3)   (3) Class A Common Stock 52,795 $ 0 52,795 I By trust (2)
Restricted Stock Units (1) 09/11/2024   G   261,508 (7)     (6)   (6) Class A Common Stock 261,508 $ 0 261,508 I By trust (2)
Restricted Stock Units (1) 09/11/2024   G   78,125 (5)     (5)   (5) Class A Common Stock 78,125 $ 0 78,125 I By trust (2)
Restricted Stock Units (1) 09/11/2024   G   1,937,984 (11)     (11)   (11) Class A Common Stock 1,937,984 $ 0 1,937,984 I By trust (2)
Restricted Stock Units (1) 09/11/2024   G   1,400,000 (12)     (12)   (12) Class A Common Stock 1,400,000 $ 0 1,400,000 I By trust (2)
Stock Option $ 6.76 09/11/2024   G   663,130 (9)     (9) 10/19/2031 Class A Common Stock 663,130 $ 0 663,130 I By trust (2)
Stock Option $ 6.76 09/11/2024   G   814,536 (10)     (10) 03/11/2032 Class A Common Stock 814,536 $ 0 814,536 I By trust (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chia Stanley
C/O VIVID SEATS INC.
24 E. WASHINGTON STREET, SUITE 900
CHICAGO, IL 60602		   X     Chief Executive Officer  

Signatures

 /s/ Stanley Chia   09/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
(2) The reporting person transferred these securities to a trust, of which he is co-trustee, for the benefit of his immediate family members. The reporting person remains the beneficial owner of the securities held by the trust.
(3) One-third of the RSUs vested and settled on March 11, 2023. The remainder of the RSUs vest and settle in equal quarterly installments such that they will be fully vested on March 11, 2025. The RSUs do not have an expiration date.
(4) Represents the unvested portion of an initial RSU award covering 316,764 shares of Class A common stock.
(5) Represents the unvested portion of an initial RSU award covering 250,000 shares of Class A common stock. The RSUs began vesting and settling in 16 equal quarterly installments on January 19, 2022 such that they will be fully vested on October 19, 2025. The RSUs do not have an expiration date.
(6) One-third of the RSUs vested and settled on March 11, 2024. The remainder of the RSUs vest and settle in equal quarterly installments such that they will be fully vested on March 11, 2026. The RSUs do not have an expiration date.
(7) Represents the unvested portion of an initial RSU award covering 523,012 shares of Class A common stock.
(8) Represents the entirety of a stock option award, of which 568,181 stock options are vested. One-third of the stock options vested on March 11, 2024. The remainder of the stock options vest in equal quarterly installments such that they will be fully vested on March 11, 2026.
(9) Represents the entirety of a stock option award, of which 455,901 stock options are vested. The stock options began vesting in 16 equal quarterly installments on January 19, 2022 such that they will be fully vested on October 19, 2025.
(10) Represents the entirety of a stock option award, of which 678,780 stock options are vested. One-third of the stock options vested on March 11, 2023. The remainder of the stock options vest in equal quarterly installments such that they will be fully vested on March 11, 2025.
(11) Represents the entirety of an RSU award that has not yet begun to vest. One-third of the RSUs will vest and settle on March 11, 2025. The remainder of the RSUs will vest and settle in equal quarterly installments such that they will be fully vested on March 11, 2027. The RSUs do not have an expiration date.
(12) Represents the entirety of an RSU award that has not yet begun to vest. One-third of the RSUs will vest and settle on May 12, 2025. The remainder of the RSUs will vest and settle in equal quarterly installments such that they will be fully vested on May 12, 2027. The RSUs do not have an expiration date.

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