11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:37
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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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 | |
Newbury Investors LLC 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Sherborne Investors LP 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Sherborne Investors Master GP, LLC 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Sherborne Investors Management LP 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Sherborne Investors GP, LLC 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Sherborne Investors Management GP, LLC 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
BRAMSON EDWARD J 135 EAST 57TH STREET NEW YORK, NY 10022 |
X | |||
Welker Stephen 135 EAST 57TH STREET NEW YORK, NY 10022 |
X |
Newbury Investors LLC; By: Sherborne Investors Master GP, LLC; By: Sherborne Investors LP; By: Sherborne Investors GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
Sherborne Investors LP; By: Sherborne Investors GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
Sherborne Investors Master GP, LLC; By: Sherborne Investors LP; By: Sherborne Investors GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
Sherborne Investors Management LP; By: Sherborne Investors Management GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
Sherborne Investors GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
Sherborne Investors Management GP, LLC; By: /s/ Stephen Welker | 11/01/2024 |
**Signature of Reporting Person | Date |
/s/ Edward Bramson | 11/01/2024 |
**Signature of Reporting Person | Date |
/s/ Stephen Welker | 11/01/2024 |
**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) | This Form 4 is filed jointly by Newbury Investors LLC ("Newbury Investors"), Sherborne Investors LP ("Sherborne Investors LP"), Sherborne Investors Master GP, LLC ("Sherborne Investors Master"), Sherborne Investors Management LP ("Sherborne Investors Management"), Sherborne Investors GP, LLC ("Sherborne GP"), Sherborne Investors Management GP, LLC ("Sherborne Management GP"), Edward Bramson and Stephen Welker (collectively, the "Reporting Persons"). |
(2) | Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock 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 shares of Common Stock for purposes of Section 16 or for any other purpose. |
(3) | Represents a distribution to a member in connection with an internal restructuring and without the payment of any consideration. |
(4) | Shares of Common Stock were previously directly owned by Newbury Investors. Each of Sherborne Investors LP, as the sole member of Sherborne Investors Master, Sherborne Investors Master, as the managing member of Newbury Investors, Sherborne Investors Management, as the investment manager of Newbury Investors, Sherborne GP, as the general partner of Sherborne Investors LP, Sherborne Management GP, as the general partner of Sherborne Investors Management, and Messrs. Bramson and Welker, as managing directors of each of Sherborne Management GP and Sherborne GP, may be deemed to be the beneficial owner of shares of Common Stock directly owned by Newbury Investors. |