10/16/2024 | Press release | Distributed by Public on 10/16/2024 15:46
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 | |
GENERAL ATLANTIC, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic (SPV) GP, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic Partners 100, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP COINVESTMENTS III, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP COINVESTMENTS IV, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP Coinvestments V, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic (SQRS II), L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-16 |
**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 reported securities were disposed of pursuant to the terms of the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2024, by and among the Issuer, Spaceship Purchaser, Inc. ("Parent") and Spaceship Group MergerCo Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer (the "Offer") for all outstanding shares of common stock, consisting of (i) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), (ii) Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") (Cont'd in FN2) |
(2) | (Cont'd from FN1) and (iii) Class C Common Stock, par value $0.0001 per share ("Class C Common Stock" and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, collectively, the "Shares") of the Issuer at a purchase price of $46.50 per share, without interest, and subject to any applicable withholding taxes. These Issuer Shares were tendered for purchase pursuant to the Offer. |
(3) | The securities that were disposed of consisted of 25,390 shares of Class A common stock that were obtained upon the settlement of RSUs granted to Anton J. Levy, who is an employee of General Atlantic Service Company, L.P. ("GASC") and director of the Issuer and held the securities solely for the benefit of GASC, which is controlled by the partnership committee of GASC MGP, LLC (the "Partnership Committee"). |
(4) | Reflects 10,611,073 shares of Class A common stock held directly by General Atlantic (SQRS II), LP, a Delaware limited partnership ("GA SQRS II"). The limited partners that share beneficial ownership of the securities held by GA SQRS II are General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). |
(5) | The general partner of GA SQRS II is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP 100 is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar"). General Atlantic, L.P. a Delaware limited liability company ("GA LP"), which is controlled by the Partnership Committee, is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. |
(6) | Each of the members of the Partnership Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. |