03/17/2026 | Press release | Distributed by Public on 03/17/2026 15:09
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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 | ||||||||
| Class B Common Stock | (2) | 03/13/2026 | C(1) | 8,127,540 | (10) | (10) | Class A Common Stock | 8,127,540 | $ 0 | 0 | D(3)(4) | ||||
| Class B Common Stock | (2) | 03/13/2026 | C(5) | 11,976,293 | (10) | (10) | Class A Common Stock | 11,976,293 | $ 0 | 0 | I(3)(4) | ICONIQ Strategic Partners VI-B, L.P. | |||
| Class B Common Stock | (2) | 03/13/2026 | C(6) | 18,872,434 | (10) | (10) | Class A Common Stock | 18,872,434 | $ 0 | 0 | I(3)(4) | ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) | |||
| Class B Common Stock | (2) | 03/13/2026 | C(7) | 1,931,110 | (10) | (10) | Class A Common Stock | 1,931,110 | $ 0 | 0 | I(3)(4) | ICONIQ Strategic Partners II, L.P. | |||
| Class B Common Stock | (2) | 03/13/2026 | C(8) | 1,511,670 | (10) | (10) | Class A Common Stock | 1,511,670 | $ 0 | 0 | I(3)(4) | ICONIQ Strategic Partners II-B, L.P. | |||
| Class B Common Stock | (2) | 03/13/2026 | C(9) | 350,907 | (10) | (10) | Class A Common Stock | 350,907 | $ 0 | 0 | I(3)(4) | ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ICONIQ Strategic Partners VI, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105 |
X | |||
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Makan Divesh C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 SAN FRANCISCO, CA 94105 |
X | |||
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Jacobson Matthew C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 SAN FRANCISCO, CA 94105 |
X | |||
| ICONIQ Strategic Partners VI, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster | 03/17/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Divesh Makan | 03/17/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Matthew Jacobson | 03/17/2026 | |
| **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) | On March 13, 2025, ICONIQ Strategic Partners VI, L.P. converted in the aggregate 8,127,540 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (2) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. |
| (3) | ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ GP VI") is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ Parent GP VI") is the sole general partner of ICONIQ GP VI. |
| (4) | (continued) Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (5) | On March 13, 2025, ICONIQ Strategic Partners VI-B, L.P. converted in the aggregate 11,976,293 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (6) | On March 13, 2025, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) converted in the aggregate 18,872,434 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (7) | On March 13, 2025, ICONIQ Strategic Partners II, L.P. converted in the aggregate 1,931,110 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (8) | On March 13, 2025, ICONIQ Strategic Partners II-B, L.P. converted in the aggregate 1,511,670 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (9) | On March 13, 2025, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted in the aggregate 350,907 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. |
| (10) | The shares of Class B Common Stock automatically convert to shares of Class A common stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation. |
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Remarks: Form 2 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners VI, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein. |
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