03/07/2025 | Press release | Distributed by Public on 03/07/2025 20:00
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 | ||||||||
Class B Common Stock | (2) | 12/09/2024 | C | 628,553(1) | (2) | (2) | Class A Common Stock | 628,553(1) | $ 0 | 137,545(1) | I | By SVF II Beaver (DE) LLC(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOFTBANK GROUP CORP. 1-7-1, KAIGAN MINATO-KU TOKYO, M0 105-7537 |
X | |||
SB Global Advisers Ltd 69 GROSVENOR STREET LONDON,, X0 W1K 3JP |
X | |||
SOFTBANK VISION FUND II-2 L.P. C/O GEN II (JERSEY) LIMITED, 47 ESPLANADE ST. HELIER,, Y9 JE1 0BD |
X | |||
SVF II Aggregator (Jersey) L.P. C/O GEN II (JERSEY) LIMITED, 47 ESPLANADE ST. HELIER,, Y9 JE1 0BD |
X | |||
SVF II Holdings (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON,, DE 19808 |
X | |||
SVF II Beaver (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON,, DE 19808 |
X | |||
Silver Brick Management PTE. LTD. 138 MARKET STREET #27-01A CAPITAGREEN,, U0 048926 |
X | |||
SB Management Ltd C/O WALKERS, 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN,, E9 KY1-9008 |
X |
SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SB Global Advisers Limited, By : /s/ Stephen Lam, General Counsel | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SoftBank Vision Fund II-2 L.P., By : /s/ SB Global Advisers Limited, its Manager, By : /s/ Stephen Lam, General Counsel | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SVF II Aggregator (Jersey) LP, By : /s/ Michael Johnson, Director | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SVF II Holdings (DE) LLC, By : /s/ Jonathan Duckles, Director | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SVF II Beaver (DE) LLC, By : /s/ Jonathan Duckles, Director | 03/07/2025 | |
**Signature of Reporting Person | Date | |
Silver Brick Management PTE. LTD., By : /s/ Kozo Aramaki, Director | 03/07/2025 | |
**Signature of Reporting Person | Date | |
SB Northstar LP By : /s/ Stephen Lam, Director | 03/07/2025 | |
**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) | Reflects a 1-for-50 reverse stock split effected by the Issuer on August 16, 2024, which was exempt from reporting pursuant to Rule 16a-9. |
(2) | Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock or Class C Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value. |
(3) | SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Beaver (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Beaver (DE) LLC. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SVF II Beaver (DE) LLC. |