03/13/2026 | Press release | Distributed by Public on 03/13/2026 17:55
|
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||
| Series A Convertible Preferred Stock | $40 | 03/11/2026 | D | 38,742 | 11/03/2021 | (11) | Common Stock | 1,203,308 | (12) | 0 | I | See footnotes(4)(5) | |||
| Series A Convertible Preferred Stock | $40 | 03/11/2026 | D | 2,508 | 11/03/2021 | (11) | Common Stock | 77,897 | (12) | 0 | I | See footnotes(5)(6) | |||
| Series A Convertible Preferred Stock | $32 | 03/11/2026 | A | 38,742 | 03/11/2026 | (11) | Common Stock | 1,504,134 | (12) | 38,742 | I | See footnotes(4)(5) | |||
| Series A Convertible Preferred Stock | $32 | 03/11/2026 | A | 2,508 | 03/11/2026 | (11) | Common Stock | 97,371 | (12) | 2,508 | I | See footnotes(5)(6) | |||
| Series A Convertible Preferred Stock | $32 | 03/11/2026 | M | 38,742 | 03/11/2026 | (11) | Common Stock | 1,504,134 | $ 0 | 0 | I | See footnotes(4)(5) | |||
| Series A Convertible Preferred Stock | $32 | 03/11/2026 | M | 2,508 | 03/11/2026 | (11) | Common Stock | 97,371 | $ 0 | 0 | I | See footnotes(5)(6) | |||
| Warrant | $40 | 03/11/2026 | D | 968,538 | 11/03/2021 | 11/03/2026 | Common Stock | 968,538 | (12) | 0 | I | See footnotes(4)(5) | |||
| Warrant | $40 | 03/11/2026 | D | 62,712 | 11/03/2021 | 11/03/2026 | Common Stock | 62,712 | (12) | 0 | I | See footnotes(5)(6) | |||
| Warrant | $40 | 03/11/2026 | A | 968,538 | 03/11/2026 | 11/03/2027 | Common Stock | 968,538 | (12) | 968,538 | I | See footnotes(4)(5) | |||
| Warrant | $40 | 03/11/2026 | A | 62,712 | 03/11/2026 | 11/03/2027 | Common Stock | 62,712 | (12) | 62,712 | I | See footnotes(5)(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant GP Holdings LLC 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant Dallas Parkway (A) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant Dallas Parkway (B) LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant Private GP LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
|
Conversant PIF Aggregator A, LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
| MICHAEL J. SIMANOVSKY by: /s/ Paul Dumaine, Attorney-in-fact for Michael J.Simanovsky | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT CAPITAL LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT GP HOLDINGS LLC by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT DALLAS PARKWAY (A) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT DALLAS PARKWAY (B) LP by: Conversant GP Holdings LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT PRIVATE GP LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT PIF AGGREGATOR A LP by: Conversant Private GP LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 03/13/2026 | |
| **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) | This Form 4 is being filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP") and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons"). |
| (2) | Securities are held by Aggregator A. |
| (3) | Conversant Private GP is the general partner of Aggregator A, CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K") and CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF") and Conversant Capital is the investment manager to 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, Conversant Capital and Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky, Conversant Capital and Conversant Private GP, each disclaims beneficial ownership of the securities held by Aggregator A, CPIF K and CPIF SAF except to the extent of his or its pecuniary interest therein. |
| (4) | Securities are held by Investor A. |
| (5) | Conversant GP is the general partner of each of Investor A, 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, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by each of Investor A, Investor B, Investor D and Investor F. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Investor A, Investor B, Investor D and Investor F except to the extent of his or its pecuniary interest therein. |
| (6) | Securities are held by Investor B. |
| (7) | Securities are held by Investor D. |
| (8) | Securities are held by Investor F. |
| (9) | Securities are held by CPIF K. |
| (10) | Securities are held by CPIF SAF. |
| (11) | There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert. |
| (12) | On March 11, 2026, the Issuer agreed with each of Investor A and Investor B to (i) amend the shares of Series A Convertible Preferred Stock to reduce the conversion price to $32 per share of Common Stock, (ii) make a onetime payment of approximately $5.8 million in the aggregate, which included approximately $1.1 million of accrued but unpaid dividends for the period of January 1, 2026 through March 11, 2026, to Investor A and Investor B pro rata in accordance with their holdings of Series A Convertible Preferred Stock, and (iii) extend the expiration of the Warrants by one year, from November 3, 2026 to November 3, 2027, and each of Investor A and Investor B agreed to immediately thereafter convert its shares of Series A Convertible Preferred Stock to shares of Common Stock. |
|
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 Person, the Reporting Person may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
|