11/03/2026 | Press release | Distributed by Public on 11/03/2026 15:31
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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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ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
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ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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ABRAMS CAPITAL, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Management IV, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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RIVA CAPITAL PARTNERS IV, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Management V, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Partners V, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
| Abrams Capital Management, L.P., By: Abrams Capital Management, LLC, its General Partner, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital Management, LLC, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital, LLC, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital Partners II, L.P., By: Abrams Capital, LLC, its General Partner, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Management IV, LLC, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Partners IV, L.P., By: Riva Capital Management IV, LLC, its General Partner, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Management V, LLC, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Partners V, L.P., By: Riva Capital Management V, LLC, its General Partner, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **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 transferred by Riva Capital Partners IV, L.P. ("Riva IV") to Riva IV CV, L.P. ("Riva IV CV") in connection with an internal restructuring transaction undertaken by Riva IV in which Riva IV formed Riva IV CV. |
| (2) | Represents the closing price of the Common Stock on October 30, 2026, which was the price used for the transfer from Riva IV to Riva IV CV. |
| (3) | Amount of securities beneficially owned following the reported transaction remains unchanged because each of Riva Capital Management IV, LLC ("RCM IV"), Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") continue to beneficially own the shares formerly held by Riva IV and now held by Riva IV CV, with such transaction representing a change in the form of beneficial ownership within the meaning of Rule 16a-13 under the Securities Exchange Act of 1934, as amended, with respect to each of RCM IV, the LP and the LLC. Riva IV CV has filed a separate Form 3 reporting its acquisition of such shares. |
| (4) | Shares reported herein as beneficially owned after giving effect to the reported transaction described in footnote 1 above represent 10,930,063 shares held by Abrams Capital Partners II, L.P. ("ACPII"), 11,529,265 shares held by Riva IV CV, 723,761 shares held by Abrams Capital Partners I, L.P. ("ACPI"), 1,232,146 shares held by Whitecrest Partners, LP ("WCP"), 611,820 shares held by Great Hollow International, L.P. ("GHI"), and 7,023,185 shares held by Riva Capital Partners V, L.P. ("Riva V", and, together with ACPI, ACPII, WCP, GHI, Riva IV and Riva IV CV, collectively the "Abrams Funds"). |
| (5) | Abrams Capital, LLC ("AC LLC") is the general partner of ACPI, ACPII, and WCP. As a result, AC LLC may be deemed to share voting and dispositive power with respect to the shares held by ACPI, ACPII, and WCP. |
| (6) | RCM IV is the general partner of Riva IV CV and Riva IV. As a result, RCM IV may be deemed to share voting and dispositive power with respect to the shares held by Riva IV and Riva IV CV. |
| (7) | Riva Capital Management V, LLC ("RCM V") is the general partner of Riva V. As a result, RCM V may be deemed to share voting and dispositive power with respect to the shares held by Riva V. |
| (8) | The LP is the investment manager of each of the Abrams Funds and, in such capacity, manages the investment strategy and decision-making process with respect to investments held by the Abrams Funds. As a result, the LP may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| (9) | The LLC is the general partner of the LP. As a result, the LLC may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| (10) | Each reporting person disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |