09/17/2025 | Press release | Distributed by Public on 09/17/2025 14:41
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) |
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 | |
PCP MANAGERS GP, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X | ||
Dodson Andrew C FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
Golson Brian P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
PCP MANAGERS, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X |
/s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson | 09/15/2025 | |
**Signature of Reporting Person | Date | |
/s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson | 09/15/2025 | |
**Signature of Reporting Person | Date | |
/s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC and PCP Managers, L.P. | 09/17/2025 | |
**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) | Includes (i) 661,264 shares of Class A Common Stock sold by PCap Partners III, LLC, and (ii) 56,023 shares of Class A Common Stock sold by PCP Partners IV, LP. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.50 to $4.80. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing within the ranges set forth in this footnote of this Form 4 at which the respective transactions were affected. |
(3) | PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners ("Parthenon Capital"). PCP Managers, L.P. is the managing member of PCap Partners III, LLC, and the general partner of PCP Partners IV, L.P. Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital. |
(4) | PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities owned of record by the selling entities and PCP Managers, L.P. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
(5) | Includes (i) 260,632 shares of Class A Common Stock sold by PCap Partners III, LLC, (ii) 22,081 shares of Class A Common Stock sold by PCP Partners IV, LP, and (iii) 322,266 shares of Class A Common Stock sold by PCP Managers, LP. |
(6) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.40 to $4.58. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing within the ranges set forth in this footnote of this Form 4 at which the respective transactions were affected. |