03/31/2023 | Press release | Distributed by Public on 03/31/2023 14:25
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 | |
CARLSON CAPITAL L P 2100 MCKINNEY AVE STE 1900 DALLAS, TX75201 |
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X |
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Double Black Diamond Offshore Ltd 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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X |
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Black Diamond Arbitrage Offshore Ltd. 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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X |
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EDCA 2019 Fund, L.P. 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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X |
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Asgard Investment Corp. II 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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X |
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Carlson Clint Duane 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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X |
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Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President | 2023-03-31 |
**Signature of Reporting Person | Date |
Double Black Diamond Offshore Ltd., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 2023-03-31 |
**Signature of Reporting Person | Date |
Black Diamond Arbitrage Offshore Ltd., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 2023-03-31 |
**Signature of Reporting Person | Date |
EDCA 2019 Fund, L.P., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 2023-03-31 |
**Signature of Reporting Person | Date |
Asgard Investment Corp. II, By: /s/ Clint D. Carlson, Title: President | 2023-03-31 |
**Signature of Reporting Person | Date |
Clint D. Carlson, By: /s/ Clint D. Carlson | 2023-03-31 |
**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) | The shares of Common Stock to which this relates are held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company ("Arbitrage") and EDCA 2019 Fund, L.P., a Delaware limited partnership ("EDCA," together with Double Offshore and Arbitrage, the "Funds"). Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Funds. Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II and Carlson Capital. |
(2) | (continued from footnote 1) Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. |
(3) | Transaction reflects direct exercise by Double Offshore. The stock options were exercisable at any time before and including the date of its expiration. |
(4) | Transaction reflects direct acquisition by Double Offshore of 162,255 shares, by Arbitrage of 253,655 shares and by EDCA of 84,090 shares. |