10/16/2024 | Press release | Distributed by Public on 10/16/2024 19:43
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 | |
Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 |
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Conversant Capital LLC 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT, NJ07901 |
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Conversant Dallas Parkway (A) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 |
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Conversant Dallas Parkway (B) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 |
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Conversant GP Holdings LLC 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT, NJ07901 |
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Conversant Dallas Parkway (D) LP 25 DEFOREST AVENUE SUMMIT, NJ07901 |
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Conversant PIF Aggregator A, LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 |
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Conversant Private GP LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 |
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Michael J. Simanovsky by: /s/ Paul Dumaine, Attorney-in-fact for Michael J.Simanovsky | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant Capital LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant Dallas Parkway (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant Dallas Parkway (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant Dallas Parkway (D) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant GP Holdings LLC by: Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant Private GP LLC by: Paul Dumaine, General Counsel and Chief Compliance Officer | 2024-10-16 |
**Signature of Reporting Person | Date |
Conversant PIF Aggregator A LP by: Conversant Private GP LLC, its general partner by: Paul Dumaine, General Counsel and Chief Compliance Officer | 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) | On October 10, 2024, for no consideration, Conversant GP caused Investor B to distribute 648,942 shares of Common Stock to an investor, who in turn deposited them with Investor F (as defined below). |
(2) | This Form 4 is being filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP"); Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D"); and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons"). The Reporting Persons expect Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"), to file a Form 3 regarding the shareholdings described in footnote 1. |
(3) | Shares are held by Investor B. |
(4) | Conversant GP is the general partner of Investor B and Conversant Capital is the investment manager to Investor B. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Investor B. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor B except to the extent of his or its pecuniary interest therein. |
(5) | Shares are held by Aggregator A. |
(6) | Conversant Private GP is the general partner of Aggregator A and Conversant Capital is the investment manager to Aggregator A. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A. Mr. Simanovsky, Conversant Capital, and Conversant Private GP each disclaims beneficial ownership of the securities held by Aggregator A except to the extent of his or its pecuniary interest therein. |
(7) | Shares are held by Investor A. |
(8) | Conversant GP is the general partner of Investor A and Conversant Capital is the investment manager to Investor A. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Investor A. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor A except to the extent of his or its pecuniary interest therein. |
(9) | Shares are held by Investor D. |
(10) | Conversant GP is the general partner of Investor D and Conversant Capital is the investment manager to Investor D. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Investor D. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor D except to the extent of his or its pecuniary interest therein. |