12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:06
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORIX CORP WORLD TRADE CENTER BUILDING, SOUTH TOWER 2-4-1 HAMAMATSU-CHO, MINATO-KU TOKYO, M0 105-5135 |
Former 10% Owner |
/s/ ORIX Corporation, By: /s/ Nobuomi Iokamori, Senior Managing Director | 12/13/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | On December 13, 2024, ORIX Corporation ("ORIX") completed the sale of 3,700,000 of their shares of common stock, par value $0.001 per share ("Shares") of the Issuer pursuant to that certain Underwriting Agreement by and among ORIX, the Issuer and Goldman Sachs & Co. LLC (the "Underwriter"), dated December 11, 2024. The Underwriter has not yet exercised its option to purchase up to an additional 555,000 Shares, which option is exercisable for a period of 30 days after December 11, 2024 ("Over-Allotment Option"). |
(2) | The sales price of $75.38 represents the $76.20 public offering price per Share, less the underwriting discount of $0.82 per Share. |
(3) | In addition to the reported transaction, 555,000 Shares that continue to be held by the Reporting Person are subject to the Over-Allotment Option. |