08/07/2025 | Press release | Distributed by Public on 08/07/2025 15:50
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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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Heard William C/O HEARD CAPITAL LLC 1 N. WACKER DRIVE, SUITE 3650 CHICAGO, IL 60606 |
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| /s/ Willliam E. Heard | 08/07/2025 | |
| **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) | Represents restricted stock granted to Mr. Heard as compensation of his service as a non-employee director on the Issuer's board of directors. The restricted stock vests in full on the earlier of (i) August 5, 2026 or (ii) the Issuer's next annual stockholder meeting; provided, however, that if the vesting would otherwise occur on a date that is closed for trading under the Issuer's Insider Trading Policy, the vesting shall be automatically deemed to occur on the next trading day on which the sale of shares of common stock by the Reporting Person in the open market would be permitted under the Issuer's Insider Trading Policy. |
| (2) | These securities are held by certain investment funds and/or accounts for which Heard Capital LLC serves as investment manager. The Reporting Person is the ultimate beneficial owner of Heard Capital LLC. Each of Heard Capital LLC and the Reporting Person disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein. |