06/11/2026 | Press release | Distributed by Public on 06/11/2026 16:08
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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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Marshall Christopher P 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
X | |||
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Technology Crossover Management VIII, Ltd. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) group | |||
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Technology Crossover Management VIII, L.P. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) group | |||
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TCV VIII, L.P. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) group | |||
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TCV VIII (A), L.P. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) group | |||
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TCV VIII (B), L.P. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) group | |||
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TCV Member Fund, L.P. 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 |
May be part of a 13(d) | |||
| /s/ Frederic D. Fenton Authorized Signatory for Christopher P. Marshall | 06/11/2026 | |
| **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) | Represents shares of Common Stock underlying restricted stock units ("RSUs") subject to time-based vesting, granted to the Reporting Person pursuant to the Issuer's Amended and Restated Non-Employee Director Compensation Plan as an Annual Award (as defined in such plan) with the RSUs subject to the Issuer's Omnibus Equity Incentive Plan. These RSUs will fully vest on the earlier of (i) June 9, 2027 or (ii) the first Annual Meeting of the Issuer's stockholders following the effective date of such grant, provided that the Reporting Person remains in continuous service through the vesting date. |
| (2) | Includes shares of Common Stock underlying previously granted and fully vested RSUs. |
| (3) | Christopher P. Marshall is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and TCV Member Fund, L.P. ("Member Fund"). Mr. Marshall has sole dispositive power over the RSUs he holds directly. However, TCV VIII Management, L.L.C. ("TCV VIII Management") has a right to 100% of the pecuniary interest in such RSUs and the shares to be received upon the exercise of such RSUs. Mr. Marshall is a Member of TCV VIII Management but disclaims beneficial ownership of such RSUs and the shares to be received upon the exercise of such RSUs except to the extent of his pecuniary interest therein. |
| (4) | Includes 24,327,775 shares held directly by TCV VIII, L.P., 6,560,434 shares held directly by TCV VIII (A), L.P., 1,510,960 shares held directly by TCV VIII (B), L.P. and 1,797,947 shares held directly by Member Fund. |
| (5) | Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., TCV VIII (A), L.P. and TCV VIII (B), L.P.; Management VIII is also a general partner of Member Fund. |
| (6) | Each of the entities and the individual described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the RSUs and shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these RSUs and shares in this report shall not be deemed an admission of beneficial ownership of all the reported RSUs and shares for purposes of Section 16 or any other purpose. |