08/27/2026 | Press release | Distributed by Public on 08/27/2026 19:35
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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) | ||
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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 | |
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Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
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Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
| CONVERSANT CAPITAL LLC /s/ Paul Dumaine by: Paul Dumaine,, General Counsel and Chief Compliance Officer | 08/27/2026 | |
| **Signature of Reporting Person | Date | |
| MICHAEL J. SIMANOVSKY /s/ Paul Dumaine by: Paul Dumaine,, Attorney-in-fact for Michael J.Simanovsky | 08/27/2026 | |
| **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) | Price is the volume weighted average selling price of all sales by the seller on the indicated transaction date. Actual prices ranged from $40.50 to $41.00. The Reporting Persons (as defined below) hereby undertake to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (2) | The changes in beneficial ownership reported hereby are a result of various sales made by a third-party seller that was previously a limited partner of CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF"), and received a distribution of shares of Common Stock in connection with its withdrawal from CPIF SAF. Conversant Capital LLC ("Conversant Capital") has a non-discretionary investment advisory relationship with, and an ongoing interest in the proceeds of the sale of shares of Common Stock by the third-party seller of these shares of Common Stock. By virtue of this advisory relationship and the relationship of Mr. Simanovsky and Conversant Capital, each of Conversant Capital and Mr. Simanovsky may be deemed a beneficial owner of such shares of Common Stock, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. Mr. Simanovsky and Conversant Capital are referred to as the "Reporting Persons" within this statement. |
| (3) | Price is the volume weighted average selling price of all sales by the seller on the indicated transaction date. Actual prices ranged from $40.50 to $41.40. The Reporting Persons hereby undertake to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (4) | Conversant GP Holdings LLC ("Conversant GP") is the general partner of each of Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"), Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"), Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D"), and Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"). Conversant Capital is the investment manager to each of Investor A, Investor B, Investor D, and Investor F. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky and Conversant Capital may be deemed a beneficial owner of these securities, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. |
| (5) | Securities are held by Investor A. |
| (6) | Securities are held by Investor B. |
| (7) | Securities are held by Investor D. |
| (8) | Securities are held by Investor F. |
| (9) | Conversant Private GP LLC ("Conversant Private GP") is the general partner of CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K"), Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") and CPIF SAF. Conversant Capital is the investment manager to each of Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky and Conversant Capital may be deemed a beneficial owner of these securities, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. |
| (10) | Securities are held by Aggregator A. |
| (11) | Securities are held by CPIF K. |
| (12) | Securities are held by CPIF SAF. |
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Remarks: Michael Simanovsky, Conversant Capital's Managing Partner, and Robert T. Grove, a Principal of Conversant Capital, serve as members of the Issuer's board of directors. On the basis of the relationship between Messrs. Simanovsky and Grove and the Reporting Persons, each of the Reporting Persons may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
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