10/02/2024 | Press release | Distributed by Public on 10/02/2024 14:31
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 | |
Carlyle Group Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW SUITE 220 S WASHINGTON, DC20004-2505 |
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X |
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Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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Carlyle Holdings I L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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TC Group, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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TC Group Sub L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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TC Group VII S1, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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TC Group VII S1, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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Carlyle Partners VII S1 Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON,, DC20004-2505 |
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X |
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By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer | 2024-10-02 |
**Signature of Reporting Person | Date |
By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 2024-10-02 |
**Signature of Reporting Person | Date |
By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Jeremy W. Anderson, Vice President | 2024-10-02 |
**Signature of Reporting Person | Date |
By: /s/ Jeremy W. Anderson, Vice President | 2024-10-02 |
**Signature of Reporting Person | Date |
By: TC Group VII S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Vice President | 2024-10-02 |
**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 number of shares of Common Stock of the Issuer deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), is initially equal to 36.3636 shares, subject to customary anti-dilution adjustments. The Preferred Stock is convertible at any time and has no stated maturity. The Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. |
(2) | The reporting person received these shares of Series A Convertible Preferred Stock as a payment-in-kind dividend on the shares of Series A Convertible Preferred Stock owned on the dividend record date. Holders of the Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears. |
(3) | Carlyle Partners VII S1 Holdings, L.P. ("Carlyle Partners VII") is the record holder of the securities reported herein. |
(4) | The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any. |