08/26/2024 | Press release | Distributed by Public on 08/26/2024 17:57
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 | |
Accel-KKR Holdings GP, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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ACCEL-KKR CAPITAL PARTNERS CV III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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Accel-KKR Growth Capital Partners II Strategic Fund, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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Accel-KKR Growth Capital Partners II, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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Accel-KKR Members Fund, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 |
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Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**Signature of Reporting Person | Date |
Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**Signature of Reporting Person | Date |
Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**Signature of Reporting Person | Date |
Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**Signature of Reporting Person | Date |
Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**Signature of Reporting Person | Date |
Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory | 2024-08-26 |
**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) | Class B Common Stock is convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock and has no expiration date. |
(2) | In-kind pro rata distribution from the Reporting Person to its partners, without consideration. |
(3) | Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; and (v) Accel-KKR Members Fund, LLC, or Members Fund. |
(4) | (Continued from footnote 3) AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III. AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP and GC II GP. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests. |