04/14/2025 | Press release | Distributed by Public on 04/14/2025 14:46
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 | ||||||||
Cash-Settled Total Return Swap | (3) | 04/10/2025 | P/K | 40,000 | (4) | 06/18/2026(3) | Class A Common Stock, $0.01 par value | 40,000 | $5.3072 | 3,831,566 | I | See Footnotes(1)(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fund 1 Investments, LLC 100 CARR 115 UNIT 1900 RINCON, PR 00677 |
X | |||
PLP Funds Master Fund LP 100 CARR 115 UNIT 1900 RINCON, PR 00677 |
X | |||
Pleasant Lake Partners LLC 100 CARR 115 UNIT 1900 RINCON, PR 00677 |
X |
/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer | 04/14/2025 | |
**Signature of Reporting Person | Date | |
/s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer | 04/14/2025 | |
**Signature of Reporting Person | Date | |
/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer | 04/14/2025 | |
**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) | Securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "Master Fund") for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC ("Fund 1") serves as managing member of PLP. Jonathan Lennon (together with Fund 1, PLP and Master Fund, the "Reporting Persons") serves as managing member of Fund 1. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
(2) | Securities held for the account of Master Fund. |
(3) | The Reporting Persons have entered into cash-settled total return swaps (the "Swap Agreements") with an unaffiliated third-party financial institution, which provide the Reporting Persons with economic exposure to an aggregate of 3,831,566 notional shares. The Swap Agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein. |
(4) | The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date. |