01/20/2022 | Press release | Distributed by Public on 01/20/2022 19:16
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 |
X | X |
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Berkshire Fund VIII-A, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 |
X | X |
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Eighth Berkshire Associates LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 |
X | X |
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Berkshire Partners Holdings LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA02116-5021 |
X | X |
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BPSP, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA02116-5021 |
X | X |
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/s/ See Signatures Included in Exhibit 99.1 | 2022-01-20 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 12,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 4,528 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements. |
(2) | Any securities issued to Mr. Lubin or Mr. Lutzker for service as a director of the Issuer are held by each of them for the benefit of funds or entities affiliated with Berkshire Partners LLC. ("BP"). The Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"). Such securities may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. |
(4) | Mr. Lubin is a member, and Mr. Lutzker is a managing member, of BPH, BPSP, 8BA and BP. By virtue of these relationships, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts. |