12/16/2024 | Press release | Distributed by Public on 12/16/2024 15:02
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 | |
ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
ABRAMS CAPITAL, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
Riva Capital Management IV, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
RIVA CAPITAL PARTNERS IV, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
Riva Capital Management V, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
Riva Capital Partners V, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X |
Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Riva Capital Management IV, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Riva Capital Partners IV, L.P., by Riva Capital Management IV, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Riva Capital Management V, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**Signature of Reporting Person | Date |
Riva Capital Partners V, L.P., by Riva Capital Management V, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 12/12/2024 |
**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) | Shares reported herein as beneficially owned represent 12,764,007 shares held by Abrams Capital Partners II, L.P. ("ACP II"), 13,463,749 shares held by Riva Capital Partners IV, L.P. ("Riva IV"), 845,200 shares held by Abrams Capital Partners I, L.P. ("ACPI"), 1,438,887 shares held by Whitecrest Partners, LP ("WCP"), 714,476 shares held by Great Hollow International, L.P. ("GHI"), and 8,201,598 shares held by Riva Capital Partners V, L.P. ("Riva V", and, together with ACPI, ACP II, WCP, GHI and Riva IV, collectively the "Abrams Funds"). Of the shares sold on December 12, 2024, 343,232 shares were sold by ACP II, 362,049 shares were sold by Riva IV, 22,728 shares were sold by ACPI, 38,693 shares were sold by WCP, 19,213 shares were sold by GHI, and 220,546 shares were sold by Riva V. |
(2) | Abrams Capital, LLC ("AC LLC") is the general partner of ACPI, ACPII, and WCP. As a result, AC LLC may be deemed to share voting and dispositive power with respect to the shares held by ACPI, ACPII, and WCP. |
(3) | Riva Capital Management IV, LLC ("RCM IV") is the general partner of Riva IV. As a result, RCM IV may be deemed to share voting and dispositive power with respect to the shares held by Riva IV. |
(4) | Riva Capital Management V, LLC ("RCM V") is the general partner of Riva V. As a result, RCM V may be deemed to share voting and dispositive power with respect to the shares held by Riva V. |
(5) | Abrams Capital Management, L.P. (the "LP") is the investment manager of each of the Abrams Funds and, in such capacity, manages the investment strategy and decision-making process with respect to investments held by the Abrams Funds. As a result, the LP may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
(6) | Abrams Capital Management, LLC (the "LLC") is the general partner of the LP. As a result, the LLC may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
(7) | Each reporting person disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |