05/23/2022 | Press release | Distributed by Public on 05/23/2022 18:45
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 | |
New Mountain Capital, L.L.C. 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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New Mountain Partners V, L.P. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK, NY10019 |
X | X |
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New Mountain Partners V (AIV-C), L.P. 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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New Mountain Partners V (AIV-C2), L.P. 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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New Mountain Investments V, L.L.C. 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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Remedy Investment GP, LLC 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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Remedy Acquisition L.P. 1633 BROADWAY 48TH FLOOR NEW YORK, NY10019 |
X | X |
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KLINSKY STEVEN B C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK, NY10019 |
X | X |
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New Mountain Capital Group, L.P. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK, NY10019 |
X | X |
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NM Holdings GP, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK, NY10019 |
X | X |
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/s/ New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Partners V. L.P.; By its General Partner New Mountain Investments, V, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Partners V (AIC-C), L.P.; By its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Partners V (AIV-C2), L.P.; By its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ Remedy Acquisition L.P.; By its General Partner Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ Steven B. Klinsky | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**Signature of Reporting Person | Date |
/s/ New Mountain Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein | 2022-05-23 |
**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 a grant of restricted stock units ("RSUs") relating to 14,672 shares of Class A common stock to each of Matthew S. Holt, Albert A. Notini and Kyle B. Peterson (collectively, the "New Mountain Directors"). Each of the New Mountain Directors has assigned all rights, title and interest in the RSUs reported herein to New Mountain Capital, L.L.C. ("NMC"). |
(2) | The RSUs are scheduled to vest on May 19, 2023. |
(3) | Each of the New Mountain Directors is a member of the Issuer's Board of Directors and a member of New Mountain Investments V, L.L.C. ("NM V"). |
(4) | NMC may be deemed to have beneficial ownership of the shares of Class A common stock directly held by each of New Mountain Partners V (AIV-C2), L.P. ("AIV-C2") and Remedy Acquisition, L.P. ("Remedy Acquisition"). |
(5) | The general partner of New Mountain Partners V (AIV-C), L.P. ("AIV-C"), AIV-C2 and Remedy Acquisition is NM V and the manager of AIV-C is NMC. Steven B. Klinsky is the managing member of NM V, which has decision-making power over the disposition and voting of shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition. NMC also has voting power over the shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition. Mr. Klinsky, as the managing member of NM V, has voting and investment power over the shares it holds. |
(6) | The managing member of NMC is New Mountain Capital Group, L.P., whose general partner is NM Holdings GP, L.L.C (whose managing member is Mr. Klinsky). Since (a) NM V has decision-making power over AIV-C, AIV-C2 and Remedy Acquisition and (b) NMC has voting power over the shares of portfolio investments of AIV-C, AIV-C2 and Remedy Acquisition, Mr. Klinsky may be deemed to beneficially own the shares that AIV-C, AIV-C2 and Remedy Acquisition hold of record or may be deemed to beneficially own. |
(7) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |