08/30/2024 | Press release | Distributed by Public on 08/30/2024 14:18
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 | |
Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
X | X |
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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 |
FRIEDBERG DANIEL M. 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 |
325 Capital Master Fund LP 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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See Footnotes |
325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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See Footnotes |
/s/ Michael D. Braner | 2024-08-30 |
**Signature of Reporting Person | Date |
325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-08-30 |
**Signature of Reporting Person | Date |
/s/ Daniel M. Friedberg | 2024-08-30 |
**Signature of Reporting Person | Date |
/s/ Anil K. Shrivastava | 2024-08-30 |
**Signature of Reporting Person | Date |
325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-08-30 |
**Signature of Reporting Person | Date |
325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member | 2024-08-30 |
**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 D. Braner, a United States citizen, Daniel M. Friedberg, a United States citizen, and Anil K. Shrivastava, a United States citizen (each, a "Reporting Person," and 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 of the Securities Exchange Act of 1934, as amended ("Section 16") or for any other purpose. |
(2) | The price of $16.63 per share represents a weighted average of purchase prices ranging from $16.15 to $16.88 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
(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 is a Managing Member of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. |
(4) | . 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 is a Managing Member 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. |
(5) | Mr. Braner serves on the Board of Directors of the Issuer (the "Board") as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board membership. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates, and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates. |