04/20/2026 | Press release | Distributed by Public on 04/20/2026 18:59
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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 | ||||||||
| Class B Common Stock | (4) | 04/16/2026 | A | 340,676,786(5) | (4) | (4) | Class A Common Stock | 340,676,786(5) | (5) | 340,676,786(5) | D(5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Arcline Double Eagle Master Fund-A LP C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Engineered Components Borrower Series LP - Engineered Polymer Series C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Engineered Components Borrower Series LP - Hawkeye Series C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Engineered Components Borrower Series LP - Ovation Series C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Engineered Components Borrower Series LP - Connector Series C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Amara Rajeev C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
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Ravindran Shyam C/O ARCLINE INVESTMENT MANAGEMENT, L.P. 3803 BEDFORD AVENUE, SUITE 106 NASHVILLE, TN 37215 |
X | X | ||
| Arcline Double Eagle Master Fund-A LP., /s/ Rajeev Amara, Title: Authorized Signatory | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| Engineered Components Borrower Series LP - Engineered Polymer Series, /s/ Rajeev Amara, Title: Authorized Signatory | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| Engineered Components Borrower Series LP - Hawkeye Series, /s/ Rajeev Amara, Title: Authorized Signatory | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| Engineered Components Borrower Series LP - Ovation Series, /s/ Rajeev Amara, Title: Authorized Signatory | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| Engineered Components Borrower Series LP - Connector Series, /s/ Rajeev Amara, Title: Authorized Signatory | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Rajeev Amara | 04/20/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Shyam Ravindran | 04/20/2026 | |
| **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 Convertible Common Stock is convertible into a number of shares of Class B Common Stock (or Class A Common Stock if no Class B Common Stock is outstanding at the time of such conversion) representing the product of (i) 1.25% of the Issuer's fully diluted capital stock (including Class B or Class A Common Stock issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient obtained by dividing (x) $28 (the "IPO Price") by (y) the stock price per Class A common stock at the time of conversion, subject to certain adjustments. The Convertible Common Stock will be convertible at the holder's option from April 17, 2031 until April 17, 2036; provided that prior to conversion, the price of Class A common stock must equal at least two-times the IPO Price. |
| (2) | (Continued from footnote 1) The Convertible Common Stock will also provide for automatic conversion upon the occurrence of certain change of control events occurring after April 20, 2029. |
| (3) | The Convertible Common Stock is held directly by Arcline Arxis Advisory I, L.P., which is indirectly controlled and owned by Rajeev Amara and Shyam Ravindran (See "Remarks" below). |
| (4) | The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the Reporting Persons and will automatically convert into Class A Common Stock on a one-for-one basis upon any transfer (other than a permitted transfer described in the Issuer's amended and restated certificate of incorporation) and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. The Class B Common Stock does not expire. |
| (5) | Represents shares of Class B Common Stock issued to the Reporting Persons in replacement of equity interests in certain subsidiaries of the Issuer with equivalent value as a result of the reorganization effected in connection with the Issuer's initial public offering. These shares are held directly by Engineered Components Borrower Series LP - Engineered Polymer Series (71,544,608 shares), Engineered Components Borrower Series LP - Hawkeye Series (36,689,297 shares), Engineered Components Borrower Series LP - Ovation Series (122,746,592 shares), Engineered Components Borrower Series LP - Connector Series (91,338,254 shares), and Arcline Double Eagle Master Fund-A LP (18,358,032 shares). |
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Remarks: This Form 4 is being filed by more than one Reporting Person. Arcline Investment Management, LP ("Arcline Investment Management") indirectly beneficially owns and controls each of Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series, Engineered Components Borrower Series LP - Connector Series, Arcline Double Eagle Master Fund-A LP and Arcline Arxis Advisory I, L.P., each of which entities is part of the 10% ownership group. Separately, the general partner of Arcline Investment Management is Arcline Holdings, LLC, which is also the general partner of Arcline Arxis Advisory I, L.P. Rajeev Amara and Shyam Ravindran, who are directors of the Issuer, are the Chief Executive Officer and President, respectively, of Arcline Investment Management and as such share voting and dispositive power over the shares held by such funds. Each of Rajeev Amara and Shyam Ravindran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any. |
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