11/17/2025 | Press release | Distributed by Public on 11/17/2025 20:41
|
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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Juniper Capital III GP, L.P. 2727 ALLEN PARKWAY SUITE 1850 HOUSTON, TX 77019 |
X | |||
| /s/ Edward Geiser, Authorized Signatory | 11/17/2025 | |
| **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) | Upon receipt by Joshua Schmidt, the shares of Restricted Common Stock were transferred to Juniper Capital III PED Holdings, LLC ("Fund III Holdings"), since Mr. Schmidt is a designated director of an affiliate of the Reporting Person. |
| (2) | The shares of Restricted Common Stock were issued to Mr. Schmidt pursuant to the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. The shares vest at the rate of (i) 25% of the shares on the three (3) month anniversary of October 31, 2025; (ii) 25% on the six (6) month anniversary of October 31,2025; (iii) 25% on the nine (9) month anniversary of October 31, 2025; and (iv) 25% on the twelve (12) month anniversary of October 31, 2025, subject to Mr. Schmidt's continued service to the Issuer on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and Mr. Schmidt. |
| (3) | Issued to Mr. Schmidt in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer. |
| (4) | The Reporting Person is the sole general partner of Juniper Capital III, L.P., a Delaware limited partnership and investment fund that wholly owns and controls Fund III Holdings. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein. |