06/01/2026 | Press release | Distributed by Public on 06/01/2026 15:33
|
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 Preferred Stock | $17.75(1) | 05/28/2026 | S(2) | 288,323 | (1) | (1) | Common Stock | 16,424,728 | (1) | 0 | I | See Footnotes(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Ignition Acquisition Holdings LP C/O APAX PARTNERS US LLC 601 LEXINGTON AVENUE, 58TH FLOOR NEW YORK, NY 10022 |
X | |||
|
Ignition Acquisition Holdings GP LLC C/O APAX PARTNERS US LLC 601 LEXINGTON AVENUE, 58TH FLOOR NEW YORK, NY 10022 |
X | |||
|
Ignition Parent LP C/O APAX PARTNERS US LLC 601 LEXINGTON AVENUE, 58TH FLOOR NEW YORK, NY 10022 |
X | |||
|
Ignition GP LLC C/O APAX PARTNERS US LLC 601 LEXINGTON AVENUE, 58TH FLOOR NEW YORK, NY 10022 |
X | |||
|
Ignition Topco Ltd P.O. BOX 656, EAST WING, TRAFALGAR COURT LES BANQUES, ST. PETER PORT GY1 3PP |
X | |||
|
Apax X GP Co. Ltd THIRD FLOOR, ROYAL BANK PLACE, 1 GLATEGNY ESPLANADE, ST. PETER PORT GY1 2HJ |
X | |||
|
Apax Guernsey (Holdco) PCC Ltd THIRD FLOOR, ROYAL BANK PLACE, 1 GLATEGNY ESPLANADE, ST. PETER PORT GY1 2HJ |
X | |||
| IGNITION ACQUISITION HOLDINGS LP, By: Ignition Acquisition Holdings GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| IGNITION ACQUISITION HOLDINGS GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| IGNITION PARENT LP, By: Ignition GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| IGNITION GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| IGNITION TOPCO LTD, By: /s/ Mark Babbe, Name: Mark Babbe, Title: Director | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| APAX X GP CO. LIMITED, By: /s/ Jeremy Latham, Name: Jeremy Latham, Title: Director | 06/01/2026 | |
| **Signature of Reporting Person | Date | |
| APAX GUERNSEY (HOLDCO) PCC LIMITED APAX X CELL, By: /s/ Simon March, Name: Simon March, Title: Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax Guernsey (Holdco) PCC Limited | 06/01/2026 | |
| **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 Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock had no stated maturity, and beginning on June 10, 2021, the Series A Preferred Stock were convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at an initial conversion price of $17.75 per share of Series A Preferred Stock and an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock ("Certificate of Designations"). The Issuer had the right to mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. |
| (2) | Reflects securities held directly by Ignition Acquisition Holdings LP. Ignition Acquisition Holdings GP LLC is the general partner of Ignition Acquisition Holdings LP. Ignition Parent LP is the sole member of Ignition Acquisition Holdings GP LLC. Ignition GP LLC is the general partner of Ignition Parent LP. Ignition Topco Ltd is the sole member of Ignition GP LLC. Apax X GP Co. Limited, in its capacity as investment manager of the Apax funds, controls 100% of the shares of Ignition Topco Ltd. Apax Guernsey (Holdco) PCC Limited Apax X Cell is the sole parent of Apax X GP Co. Limited. |
| (3) | Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP directly or indirectly controlled by it, but each (other than Ignition Acquisition Holdings LP to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |