05/15/2024 | Press release | Distributed by Public on 05/15/2024 17:35
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 | |
TSG7 A Management LLC C/O TSG CONSUMER PARTNERS, 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 |
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Dutch Holdings LLC C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 |
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TSG7 A AIV VI, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 |
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TSG7 A AIV VI Holdings-A, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 |
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DG Coinvestor Blocker Aggregator, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 |
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By: /s/ Drew Weilbacher as Chief Compliance Officer | 2024-05-15 |
**Signature of Reporting Person | Date |
By: /s/ Drew Weilbacher as Chief Compliance Officer | 2024-05-15 |
**Signature of Reporting Person | Date |
By: /s/ Drew Weilbacher as Chief Compliance Officer | 2024-05-15 |
**Signature of Reporting Person | Date |
By: /s/ Drew Weilbacher as Chief Compliance Officer | 2024-05-15 |
**Signature of Reporting Person | Date |
By: /s/ Drew Weilbacher as Chief Compliance Officer | 2024-05-15 |
**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 the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis. |
(2) | TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions. |
(3) | (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners. |
(4) | Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 1,083,440 Class C Shares and 315,165 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13. |
(5) | Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 212,524 Class C Shares and 68,117 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13. |
(6) | Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock. |
(7) | Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled. |
(8) | The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date. |
(9) | Represents a pro rata distribution in kind of Class D Common Stock. 21,714 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13. |
(10) | Represents a pro rata distribution in kind of Class D Common Stock. |