04/09/2026 | Press release | Distributed by Public on 04/09/2026 17:09
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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 | ||||||||
| Common LLC Units | (1)(6) | 04/08/2026 | C | 2,430,240 | (1)(6) | (1)(6) | Class A Shares | 2,430,240 | (1)(6) | 13,790,861 | I | See Footnotes(5)(7)(8)(9) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview Partners II SES Investment B, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview Partners II SES Investment, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Delaney Robert V. Jr. C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | |||
| By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Poojitha Mantha, Chief Compliance Officer | 04/09/2026 | |
| **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) | Reflects 569,760 shares of Class A Common Stock of the Issuer (?Class A Shares?) sold by Crestview Partners II SES Investment B, LLC (?Crestview II SES B?), and 96,223 Class A Shares sold by Crestview Advisors, L.L.C. |
| (2) | Reflects the redemption (the ?Redemption?) by the Reporting Persons of Common LLC Units (?Units?) of SES Holdings, LLC (?SES Holdings?), a subsidiary of the Issuer, indirectly owned by Crestview Partners II SES Investment, LLC (?Crestview II SES?) though SES Legacy Holdings, LLC (?Legacy Holdings?). |
| (3) | Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer (?Class B Shares?) indirectly owned by Crestview II SES though Legacy Holdings equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption. |
| (4) | Reflects 3,233,212 Class A Shares directly beneficially owned by Crestview II SES B. |
| (5) | Represents Class B Shares indirectly beneficially owned by Crestview II SES (together with Crestview II SES B and Crestview Advisors, L.L.C., the ?Crestview Entities?) through Legacy Holdings. |
| (6) | Represents Units of SES Holdings, indirectly owned by Crestview II SES through Legacy Holdings. The Units are redeemable by Legacy Holdings at any time in exchange for newly-issued Class A Shares on a one-for-one basis (subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions) (or, at the election of SES Holdings or the Issuer, cash in an amount equal to the Cash Election Value of such Class A Shares (as defined in the SES Holdings LLC Agreement to be the trailing 10-day VWAP of the Class A Shares)). |
| (7) | Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares held by Crestview II SES B and Crestview Advisors, L.LC. and the Class B Shares and Common LLC Units of SES Holdings indirectly held by Crestview II SES. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Common LLC Units held by the Crestview Entities, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the Chairman of the investment committee. |
| (8) | Robert V. Delaney, Jr. is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing Crestview Entities. |
| (9) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
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Remarks: Exhibit 99 - Joint Filer Information |
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