11/29/2024 | Press release | Distributed by Public on 11/29/2024 16:58
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
ADK Class A Units(2) | $ 0 | 11/26/2024 | M | 3,081 | 12/10/2021 | (5) | Class A Common Stock | 3,081 | $ 0 | 5,466,425 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McClymont Donald 32 JOURNEY ALISO VIEJO, CA 92656 |
X | Chief Executive Officer |
/s/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021 | 11/29/2024 |
**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) | Cancellation of Class V Common Stock upon Reporting Person's exchange of ADK Class A Units for an equal number of shares of Class A Common Stock. See note 2. |
(2) | Class A Common Stock received upon conversion of ADK Class A Units. The ADK Class A Units may be exchanged by the Reporting Person at any time after December 10, 2021 for an equal amount of shares of Class A Common Stock or, at the election of the Issuer, cash equal to the fair market value of such shares. Upon the Reporting Person's exchange of an ADK Class A Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be cancelled. |
(3) | The sales made in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 9, 2022, and modified on September 7, 2023 and August 24, 2024. The Reporting Person's Rule 10b5-1 plan includes automated open market sales of the Issuer's Class A common stock on predetermined dates and prices through December 31, 2025. |
(4) | The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $5.50 to $5.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote. |
(5) | N/A |