05/27/2026 | Press release | Distributed by Public on 05/27/2026 15:15
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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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Sundheim Daniel S. C/O D1 CAPITAL PARTNERS L.P. 9 WEST 57TH STREET, 36TH FLOOR NEW YORK, NY 10019 |
X | X | ||
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D1 Capital Partners L.P. 9 WEST 57TH STREET 36TH FLOOR NEW YORK, NY 10019 |
X | See Remarks | ||
| D1 Capital Partners L.P., By: /s/ Amanda Hector, General Counsel and Chief Compliance Officer | 05/27/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel S. Sundheim | 05/27/2026 | |
| **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) | The shares represent restricted stock units received by Daniel Sundheim ("Mr. Sundheim"), which vest in full on the earlier of (i) the date of the Issuer's next annual meeting of stockholders (or the date immediately prior to such meeting if Mr. Sundheim's service as a director ends at such meeting due to Mr. Sundheim's failure to be re-elected or Mr. Sundheim not standing for re-election) or (ii) the one-year anniversary of the grant date, in each case subject to Mr. Sundheim's continued service through such date. |
| (2) | Represents securities held by Mr. Sundheim. Mr. Sundheim may be deemed to hold the securities reported herein for the benefit of certain funds and accounts to which the Investment Manager (as defined below) serves as the investment manager or investment consultant. |
| (3) | This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Mr. Sundheim. The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein, if any. |
| (4) | The securities reported herein are held by D1 Master Holdco I LLC ("D1 Master Holdco"), certain related entities, GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2"). The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Master Holdco, and as an investment consultant to certain private investment vehicles and accounts, including GCM IC and GCM IC 2 and may be deemed to beneficially own the securities held by D1 Master Holdco, GCM IC, and GCM IC 2. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager. |
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Remarks: The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Sundheim currently serves on the board of directors of the Issuer. |
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