06/22/2026 | Press release | Distributed by Public on 06/22/2026 16:58
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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 | ||||||||
| 5.00% Senior Secured Convertible Notes due 2028 | $12.56 | 06/17/2026 | C(1) | 50,000,000 | (1) | 06/30/2028 | Common Stock | 3,989,738 | $ 0 | 0 | I | See Footnotes(2)(3)(4)(5)(8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FIG Buyer GP, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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Hybrid GP Holdings LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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Hybrid GP Holdings (Cayman) LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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FIG Blue LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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FCOF V CDG Investments LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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FCO Fund V GP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
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Fortress Credit Opportunities V Advisors LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
| /s/ David N. Brooks - for FIG Buyer GP, LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for Fortress Investment Group LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for Hybrid GP Holdings LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for Hybrid GP Holdings (Cayman) LLC, By: Hybrid GP Holdings LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for Fortress Operating Entity I L.P., By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for FIG Blue LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for FIG LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for FCOF V CDG Investments LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for FCO Fund V GP LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Brooks - for Fortress Credit Opportunities V Advisors LLC, By: David N. Brooks, its Secretary | 06/22/2026 | |
| **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 5.00% Senior Secured Notes due 2028 (the "Convertible Notes") are convertible at any time into a number of shares of Common Stock equal to (i) the sum of the then-outstanding principal amount of the Convertible Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) $12.56, subject to the terms of the Note Purchase Agreement. |
| (2) | Held directly by CF NNAV-CNV LLC ("CF NNAV-CNV"). FCOF V UL Investments LLC, a Delaware limited liability company ("FCOF V UL"), is the majority member of CF NNAV-CNV. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership ("FCOF V(A)"), FCOF V B Investments LLC, a Delaware limited liability company, FCOF V CDG Investments LLC, a Delaware limited liability company ("FCOF V CDG Investments"), and Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership ("FCOF V(E)") collectively hold a 100% interest in FCOF V UL. |
| (3) | FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V GP") is the general partner of FCOF V(A), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership ("FCOF V(B)"), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership ("FCOF V(C)"), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership ("FCOF V(D)"), FCOF V(E) and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership ("FCOF V(G)"). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("FCO V Advisors"), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company ("FCO V-C Advisors") is the investment advisor of FCOF V(C). |
| (4) | FIG LLC, a Delaware limited liability company ("FIG") holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company ("Hybrid GP Holdings (Cayman)") holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP Holdings") holds all of the interests in Hybrid GP Holdings (Cayman). |
| (5) | Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco. |
| (6) | Held directly by CF NNAV-P LLC ("CF NNAV-P"). FCOF V UB Investments L.P., a Cayman Islands limited partnership ("FCOF V UB"), is the majority member of CF NNAV-P. FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G), collectively hold a 100% interest in FCOF V UB. |
| (7) | Held directly by CF NNAV-E LLC ("CF NNAV-E"). FCOF V UST LLC, a Delaware limited liability company ("FCOF V UST") is the majority member of CF NNAV-E. FCOF V CDG Investments is the majority member of FCOF V UST. FCOF V(G) is the majority member of FCOF V CDG Investments. |
| (8) | Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. |
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Remarks: This Form 4 is one of two reports relating to the same transactions being filed jointly by FIG Buyer GP, LLC, Fortress Investment Group LLC, Hybrid GP Holdings LLC, Hybrid GP Holdings (Cayman) LLC, Fortress Operating Entity I L.P., FIG Blue LLC, FIG LLC, FCOF V CDG Investments LLC, FCO Fund V GP LLC, Fortress Credit Opportunities V Advisors LLC, Foundation Holdco LP, FIG Parent, LLC, FINCO I LLC, FINCO I Intermediate Holdco LLC, CF NNAV-E LLC and FCOF V UST LLC. |
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