11/13/2024 | Press release | Distributed by Public on 11/13/2024 20:12
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Thrive Partners VII Growth GP, LLC C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, 7TH FL. NEW YORK, NY 10012 |
X | X | ||
Thrive Capital Partners VII Growth, L.P. C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, 7TH FL. NEW YORK, NY 10012 |
X | X | ||
Thrive Partners VII GP, LLC C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, 7TH FL. NEW YORK, NY 10012 |
X | X | ||
Claremount VII Associates, L.P. C/O THRIVE CAPITAL, 295 LAFAYETTE STREET, 7TH FL. NEW YORK, NY 10012 |
X | X |
THRIVE PARTNERS VII GROWTH GP, LLC, By: /s/ Joshua Kushner, Managing Member | 11/13/2024 |
**Signature of Reporting Person | Date |
THRIVE CAPITAL PARTNERS VII GROWTH, L.P., By: Thrive Partners VII Growth GP, LLC, By: /s/ Joshua Kushner, Managing Member | 11/13/2024 |
**Signature of Reporting Person | Date |
THRIVE PARTNERS VII GP, LLC, By: /s/ Joshua Kushner, Managing Member | 11/13/2024 |
**Signature of Reporting Person | Date |
CLAREMOUNT VII ASSOCIATES, L.P., By: Thrive Partners VII GP, LLC, By: /s/ Joshua Kushner, Managing Member | 11/13/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Represents (i) 272,754 shares purchased by Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and (ii) 3,286 shares purchased by Claremount VII Associates, L.P. ("Claremount VII"). The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.205 to $13.92, inclusive. The Reporting Persons undertake 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 purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 4,971,366 shares are held directly by Thrive VII Growth and 59,896 shares are held directly by Claremount VII. |
(2) | Shares held directly by Thrive VII Growth and Claremount VII. Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth") is the general partner of Thrive VII Growth. Thrive Partners VII GP, LLC ("Thrive Partners VII") is the general partner of Claremount VII. Joshua Kushner is the sole managing member of each of Thrive Partners VII Growth and Thrive Partners VII and, in his capacity as managing member, has voting and investment power over the shares held by each of Thrive VII Growth and Claremount VII. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by Thrive VII Growth and Claremount VII except to the extent of their pecuniary interest therein. |
(3) | Represents (i) 415,808 shares purchased by Thrive VII Growth and (ii) 5,011 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.45 to $14.29, inclusive. The Reporting Persons undertake 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 purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 5,387,174 shares are held directly by Thrive VII Growth and 64,907 shares are held directly by Claremount VII. |
(4) | Represents (i) 354,349 shares purchased by Thrive VII Growth and (ii) 4,270 shares purchased by Claremount VII. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.435 to $14.21, inclusive. The Reporting Persons undertake 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 purchased at each separate price at which the transactions were effected. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18. Following the reported transaction, 5,741,523 shares are held directly by Thrive VII Growth and 69,177shares are held directly by Claremount VII. |
Remarks: Joshua Kushner has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Kushner's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Kushner has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. |