1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.
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(2)
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The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
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(3)
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The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2023.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.27 to $83.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (6) and (8) through (12) to this Form 4.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.27 to $84.26, inclusive.
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(6)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.27 to $84.80, inclusive.
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(7)
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The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer (the ?SZ 2021 Irrevocable Trust?).
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(8)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.96 to $83.95, inclusive.
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(9)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.985 to $84.80, inclusive.
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(10)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.30 to $82.175, inclusive.
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(11)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.28 to $82.27, inclusive.
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(12)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.28 to $82.495, inclusive.
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(13)
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Shares subject to the option are fully vested and immediately exercisable.
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(14)
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Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
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(15)
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Excludes 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust II").
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(16)
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The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
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(17)
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The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
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(18)
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The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.
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(19)
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The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.
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(20)
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Consists of 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held directly by the 2024 Annuity Trust II.
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(21)
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The shares are held of record by the 2024 Annuity Trust II.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.