03/18/2026 | Press release | Distributed by Public on 03/18/2026 16:11
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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 | ||||||||
| Restricted Stock Units | (1) | 03/16/2026 | A | 1,351,352 | (1) | (1) | Class A common stock | 1,351,352 | (1) | 1,351,352 | D | ||||
| Stock Options (right to buy) | $2.22(2) | 03/16/2026 | A | 6,000,000 | (2) | (2) | Class A common stock | 6,000,000 | (2) | 6,000,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Strobel Markus 350 FIFTH AVENUE NEW YORK, NY 10118 |
X | Interim CEO | ||
| /s/ Christina Kiely, Attorney-in-Fact | 03/18/2026 | |
| **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) | Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, the Restricted Stock Units vest as follows: 33.33% on March 16, 2027, 33.33% on March 16, 2028 and 33.334% on December 29, 2028. |
| (2) | Represents Stock Options granted to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. Subject to certain vesting conditions and exceptions, the Stock Options vest and are exercisable on December 29, 2028 subject to the achievement of certain stock price performance thresholds measured by the volume weighted average closing price per share during the five trading days immediately preceding December 29, 2028, as follows: 100% upon the achievement of a share price equal to $9.00 per share and 50% vesting upon achievement of a share price equal to $5.56 per share, with vesting between the thresholds determined by linear interpolation. |