05/08/2025 | Press release | Distributed by Public on 05/08/2025 17:17
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 | |
Guines LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY 10017 |
X | |||
Roystone Management Holdings LLC 767 THIRD AVE 29TH FLOOR NEW YORK, NY 10017 |
X | |||
RB Management GP LLC 767 THIRD AVE 29TH FLOOR NEW YORK, NY 10017 |
X | |||
Barrera Richard R 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY 10017 |
X |
Guines LLC, By: /s/ Richard Barrera, Managing Member | 05/08/2025 | |
**Signature of Reporting Person | Date | |
Roystone Management Holdings LLC, By: /s/ Laura Roche, COO, CFO | 05/08/2025 | |
**Signature of Reporting Person | Date | |
RB Management GP LLC, By: /s/ Richard Barrera, Managing Member | 05/08/2025 | |
**Signature of Reporting Person | Date | |
/s/ Richard Barrera | 05/08/2025 | |
**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) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $3.185 to $3.35. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
(2) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $3.34 to $3.35. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote |
(3) | The reported securities are owned directly by Guines LLC ("Guines") and may be deemed to be indirectly beneficially owned by (i) Roystone Management Holdings LLC ("Roystone"), the investment adviser to Guines (ii) RB Management GP LLC (the "Manager"), the manager of Roystone and (iii) Richard Barrera, the managing member of the Manager. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |