09/25/2024 | Press release | Distributed by Public on 09/25/2024 14:04
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 | |
FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
X | X |
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See Footnotes |
325 Capital Master Fund LP 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN, E9KY1-9008 |
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See Footnotes |
325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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See Footnotes |
325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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X |
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See Footnotes |
Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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X |
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See Footnotes |
Shrivastava Anil K 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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X |
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See Footnotes |
/s/ Daniel M. Friedberg | 2024-09-25 |
**Signature of Reporting Person | Date |
325 Master Fund LP, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-09-25 |
**Signature of Reporting Person | Date |
325 Capital GP, LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-09-25 |
**Signature of Reporting Person | Date |
325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-09-25 |
**Signature of Reporting Person | Date |
/s/ Michael D. Braner | 2024-09-25 |
**Signature of Reporting Person | Date |
/s/ Anil Shrivastava | 2024-09-25 |
**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) | This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) | Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund. |
(3) | Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. |
(4) | The Pre-Funded Warrants do not expire. |