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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MESDAG WILLEM 1999 AVENUE OF THE STARS, SUITE 1100 LOS ANGELES, CA 90067 |
X | |||
RED MOUNTAIN PARTNERS, L.P. 1999 AVENUE OF THE STARS, SUITE 1100 LOS ANGELES, CA 90067 |
X | |||
RMCP GP LLC 1999 AVENUE OF THE STARS, SUITE 1100 LOS ANGELES, CA 90067 |
X | |||
RED MOUNTAIN CAPITAL PARTNERS LLC 1999 AVENUE OF THE STARS, SUITE 1100 LOS ANGELES, CA 90067 |
X | |||
RED MOUNTAIN CAPITAL MANAGEMENT INC 1999 AVENUE OF THE STARS, SUITE 1100 LOS ANGELES, CA 90067 |
X |
/s/ Willem Mesdag (on behalf of himself and the other Reporting Persons) | 09/17/2021 | |
**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) | On September 15, 2021, Red Mountain Partners, L.P. ("RMP") made a pro rata in-kind distribution of 2,407,801 shares for no consideration to its equity holders. |
(2) | Includes shares received by Red Mountain Capital Partners LLC ("RMCP"), Red Mountain Capital Management, Inc. ("RMCM") and certain estate planning vehicles affiliated with Mr. Mesdag in the above-referenced pro-rata in kind distribution pursuant to the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
Remarks: This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP, (iv) RMCM and (v) Willem Mesdag. RMCP GP is the general partner of RMP. RMCP is the managing member of RMCP GP. RMCM is the managing member of RMCP. Willem Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of RMCP, RMCP GP, RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMP may be deemed to beneficially own some or all of the securities reported as being held directly by RMP. RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMCP may be deemed to beneficially own some or all of the securities reported as being held directly by RMCP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. This filing constitutes an exit filing for the Reporting Persons, as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the transactions reported herein. |