18/07/2024 | Press release | Distributed by Public on 19/07/2024 01:31
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. Date Exercisable and Expiration Date | 3. Title and Amount of Securities Underlying Derivative Security | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 6. Nature of Indirect Beneficial Ownership |
Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pershing Square Capital Management, L.P. 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY10019 |
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PERSHING SQUARE HOLDCO, L.P. 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 |
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Pershing Square Holdco GP, LLC 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 |
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PS Holdco GP Managing Member LLC 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 |
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ACKMAN WILLIAM A 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 |
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory | 2024-07-18 |
**Signature of Reporting Person | Date |
PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory | 2024-07-18 |
**Signature of Reporting Person | Date |
PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory | 2024-07-18 |
**Signature of Reporting Person | Date |
PS HOLDCO GP MANAGING MEMBER, LLC, By: /s/ William A. Ackman, Authorized Signatory | 2024-07-18 |
**Signature of Reporting Person | Date |
/s/ William A. Ackman | 2024-07-18 |
**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) | In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), PS Holdco GP Managing Member, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 3 (the "Subject Securities"). PSCM and Mr. Ackman have previously reported beneficial ownership of equity securities of the Issuer on Forms 3 and 4. |
(2) | PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds"). |
(3) | (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
(4) | Mr. Ben Hakim, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. |