07/17/2024 | Press release | Distributed by Public on 07/17/2024 15:39
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 | |
RPII Order LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Partners II LP C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Associates II LP C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Management LLC C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Group LLC C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Holdings LLC C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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Raine Capital LLC C/O THE RAINE GROUP LLC 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 |
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RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**Signature of Reporting Person | Date |
Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 2024-07-17 |
**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) | These shares are held of record by RPII Order LLC ("RPII"). The sole member of RPII is Raine Partners II LP ("Raine Partners"), whose general partner is Raine Associates II LP ("Raine Associates"), whose general partner is Raine Management LLC ("Raine Management"), whose sole member is The Raine Group LLC ("Raine Group"), whose majority member is Raine Holdings LLC ("Raine Holdings"). Raine Capital LLC ("Raine Capital") is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. The Reporting Persons disclaim beneficial ownership over shares held by RPII except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the |
(2) | (Continued from footnote 1) Securities Exchange Act of 1934, as amended, or for any other purposes. |
(3) | These shares are held of record by Brandon Gardner, a member of the board of directors (the "Board") of the issuer. Mr. Gardner is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Gardner. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Gardner except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
(4) | These shares are held of record by Colin Neville, a member of the Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Neville. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Neville except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
(5) | These shares are held of record by Raine Associates. The general partner of Raine Associates is Raine Management, whose sole member is Raine Group, whose majority member is Raine Holdings. Raine Capital is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Raine Associates. The Reporting Persons disclaim beneficial ownership over shares held by Raine Associates except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
(6) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and has no expiration date. |