09/24/2024 | Press release | Distributed by Public on 09/24/2024 12:00
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 | |
Union Square Park Capital Management, LLC 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY10036 |
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X |
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Zaltzman Leon Michael 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY10036 |
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X |
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Union Square Park GP, LLC 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY10036 |
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X |
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Union Square Park Partners, LP 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY10036 |
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X |
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/s/ Union Square Park Partners, LP | 2024-09-24 |
**Signature of Reporting Person | Date |
/s/ Union Square Park Capital Management, LLC | 2024-09-24 |
**Signature of Reporting Person | Date |
/s/ Union Square Park GP, LLC, | 2024-09-24 |
**Signature of Reporting Person | Date |
/s/ Leon M. Zaltzman | 2024-09-24 |
**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 securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP. The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023.. This Form 4 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman. |
(2) | The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
(3) | Includes 145,828 shares issuable upon exercise of warrant dated 5/25/2023. |
(4) | Subscribed through automatic conversion of Simple Agreement for Future Equity ("SAFE") investment for the amount of $796,808. |