01/10/2025 | Press release | Distributed by Public on 01/10/2025 20:51
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 | ||||||||
Employee stock option (right to buy) | $2.73 | 01/07/2025 | A | 164,836 | (1) | 01/07/2027 | Class A Common Stock | 164,836 | $ 0 | 806,640 | D | ||||
Restricted Stock Units | (2) | 01/07/2025 | A | 78,539(3)(4) | (5) | (5) | Class A Common Stock | 78,539 | $ 0 | 885,179 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bennett Susan E 14135 MIDWAY ROAD, SUITE G300 ADDISON, TX 75001 |
See Remarks |
/s/ Susan E. Bennett | 01/10/2025 |
**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) | Pursuant to the reporting person's award agreement, the options will be subject to time-based vesting. One-third of the total options will vest on the first anniversary of January 7, 2025 and the remainder will vest in equal installments on each three-month anniversary thereafter (such that the options are fully vested on the three (3)-year anniversary of January 7, 2025), subject to continued employment through each applicable vesting date. |
(2) | Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. |
(3) | On January 7, 2025, the reporting person was granted 420,744 RSUs pursuant to the Issuer's 2021 Omnibus Incentive Plan and an RSU award agreement (the "Award Agreement"). |
(4) | The reported securities represent additional RSUs granted to correct an inadvertent understatement in the RSUs granted on December 20, 2024, pursuant to the terms of the reporting person's employment agreement. |
(5) | Pursuant to the Award Agreement the 78,538 RSUs will be subject to time-based vesting in substantially equal annual installments over the four-year period following the vesting commencement date, subject to continued employment through the applicable vesting date on each December 16th. |
Remarks: Chief Legal Officer & Secretary |