05/05/2025 | Press release | Distributed by Public on 05/05/2025 15:32
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLUEHALO HOLDINGS PARENT, LLC C/O ARLINGTON CAPITAL PARTNERS 4747 BETHESDA AVE, 5TH FLOOR BETHESDA, MD 20814 |
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BLUEHALO HOLDINGS PARENT, LLC, By: /s/ David Wodlinger, President | 05/05/2025 | |
**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) | On May 1, 2025, following the closing of the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated November 18, 2024, by and among the Issuer, BlueHalo Holdings Parent, LLC ("BlueHalo Parent") and certain other parties thereto, BlueHalo Parent distributed in-kind, for no consideration, in the aggregate 17,425,849 shares of the Issuer's Common Stock to its members (including an aggregate of 12,035,890 shares to BlueHalo ACP Holdings, L.P.), representing each such member's pro rata interest in such shares. |
(2) | On the same date, BlueHalo ACP Holdings, L.P. ("BlueHalo ACP") distributed, for no consideration, the shares of Common Stock it received in the distribution by BlueHalo Parent to its partners, consisting of consisting of 6,728,262 shares distributed to Altitude V Holdings, LLC ("Altitude V") and 5,307,628 shares distributed to Altitude VI Holdings, LLC ("Altitude VI"). Such distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(3) | Shares held by BlueHalo Parent. Altitude V and Altitude VI are the owners of BlueHalo ACP, which holds a majority ownership interest in BlueHalo Parent. Arlington Capital Partners V, L.P. ("ACP V") is the sole member of Altitude V, and Arlington Management V, L.L.C. ("Arlington Management V") is the sole managing member of the general partner of ACP V. Arlington Capital Partners VI, L.P. ("ACP VI") is the sole member of Altitude VI, and Arlington Management VI, L.L.C. ("Arlington Management VI") is the sole managing member of the general partner of ACP VI. |
Remarks: BlueHalo Parent and certain of its affiliates intend to file a Form 3 within ten calendar days of May 1, 2025 disclosing securities beneficially owned as of the effective time of closing of the Merger. |