05/08/2024 | Press release | Distributed by Public on 05/08/2024 14:45
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 | |
Snow Ian Kendell 545 MADISON AVENUE 10TH FLOOR NEW YORK, NY10022 |
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Snow Phipps Group, L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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SPG Co-Investment, L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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Snow Phipps Group (B), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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Snow Phipps Group (Offshore), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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Snow Phipps Group (RPV), L.P. 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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Snow Phipps Group, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 |
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See Exhibit 99.1 | 2024-05-08 |
**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) | This transaction was executed by Snow Phipps Group, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (RPV), L.P., SPG Co-Investment, L.P. and Snow Phipps Group, LLC at price of $14.64 on May 6, 2024. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(2) | Represents shares of Common Stock held directly by Snow Phipps Group, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (RPV), L.P., SPG Co-Investment, L.P. and Snow Phipps Group, LLC, which previously beneficially owned such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. |
(3) | Represents indirect beneficial ownership of shares of Common Stock held by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen. |