08/25/2026 | Press release | Distributed by Public on 08/25/2026 07:20
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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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Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
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Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
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Conversant Private GP LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
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CPIF Sparti SAF, L.P. 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT, NJ 07901 |
X | X | ||
| MICHAEL J. SIMANOVSKY by: /s/ Paul Dumaine, Attorney-in-fact for Michael J.Simanovsky | 08/25/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT CAPITAL LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 08/25/2026 | |
| **Signature of Reporting Person | Date | |
| CONVERSANT PRIVATE GP LLC by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 08/25/2026 | |
| **Signature of Reporting Person | Date | |
| CPIF SPARTI SAF, LP By: Conversant Private GP LLC, its general partner by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 08/25/2026 | |
| **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) | On August 21, 2026, at the request of certain CPIF Sparti SAF, LP, a Delaware limited partnership ("CPIF SAF") limited partners unaffiliated with the Reporting Persons, and in satisfaction of pre-existing obligations of Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP"), to such limited partners, Conversant Private GP caused CPIF SAF to distribute in kind an aggregate 1,182,595 shares of Common Stock to such limited partners for no consideration in connection with their withdrawal from CPIF SAF, including 369,447 shares of Common Stock of which each of Conversant Capital LLC ("Conversant Capital") and Michael Simanovsky may be deemed to remain a beneficial owner, as further described in footnote 11. |
| (2) | Securities are held by CPIF SAF. |
| (3) | Conversant GP Holdings LLC ("Conversant GP") is the general partner of each of Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"), Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"), Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D"), and Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"). Conversant Capital is the investment manager to each of Investor A, Investor B, and Investor D. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky and Conversant Capital may be deemed a beneficial owner of these securities, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. |
| (4) | Conversant Private GP is the general partner of CPIF K Co-Invest SPT A, L.P. ("CPIF K"), Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") and CPIF SAF. Conversant Capital is the investment manager to each of Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital, and Conversant Private GP may be deemed a beneficial owner of these securities, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. Mr. Simanovsky, Conversant Capital, Conversant Private GP and CPIF SAF are referred to as the "Reporting Persons" within this statement. |
| (5) | Securities are held by Investor A. |
| (6) | Securities are held by Investor B. |
| (7) | Securities are held by Investor D. |
| (8) | Securities are held by Investor F. |
| (9) | Securities are held by Aggregator A. |
| (10) | Securities are held by CPIF K. |
| (11) | Conversant Capital has a non-discretionary investment advisory relationship with, and an ongoing interest in the proceeds of the sale of distributed shares of Common Stock received by, the third-party holder of these shares of Common Stock. By virtue of these relationships, each of Conversant Capital and Mr. Simanovsky may be deemed a beneficial owner of such shares of Common Stock, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. |
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Remarks: Michael Simanovsky, Conversant Capital's Managing Partner, and Robert T. Grove, a Principal of Conversant Capital, serve as members of the Issuer's board of directors. On the basis of the relationship between Messrs. Simanovsky and Grove and the Reporting Persons, each of the Reporting Persons may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
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