07/10/2025 | Press release | Distributed by Public on 07/10/2025 18:30
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 | |
Seemab Muhammad Asif C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X | ||
Mithaq Capital SPC C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X | ||
Mithaq Global C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X | ||
Mithaq Capital C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X | ||
Alrajhi Turki Saleh A. C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X | ||
Snowball Compounding Ltd. C/O SYNERGY, ANAS IBN MALIK ROAD AL MALQA, RIYADH, T0 13521 |
X | X |
Mithaq Capital SPC /s/ Turki Saleh A. AlRajhi, Director | 07/10/2025 | |
**Signature of Reporting Person | Date | |
Mithaq Global /s/ Turki Saleh A. AlRajhi, Director | 07/10/2025 | |
**Signature of Reporting Person | Date | |
Mithaq Capital /s/ Turki Saleh A. AlRajhi, Director | 07/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Turki Saleh A. AlRajhi | 07/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Muhammad Asif Seemab | 07/10/2025 | |
**Signature of Reporting Person | Date | |
Snowball Compounding Ltd. By: Mithaq Capital SPC, its sole stockholder /s/ Turki Saleh A. AlRajhi, Director | 07/10/2025 | |
**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) | In addition to Muhammad Asif Seemab, a citizen of Pakistan, this Form 4 is being filed jointly by Mithaq Capital SPC, a segregated portfolio company organized under the laws of the Cayman Islands ("Mithaq"), Mithaq Global, a company organized under the laws of the Cayman Islands ("Mithaq Global"), Mithaq Capital, a company organized under the laws of the Cayman Islands ("Mithaq Capital"), Turki Saleh A. AlRajhi, a citizen of Saudi Arabia, Muhammad Asif Seemab, a citizen of Pakistan, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman Islands ("Snowball", and together with Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Muhammad Asif Seemab, the "Reporting Persons"), each of whom has the same business address as Mithaq and may be deemed to have a pecuniary interest in securities held by Mithaq and Snowball that are reported on this Form 4 (the "Subject Securities"). |
(2) | Reflects a distribution of 103,583 shares of the Issuer's common stock, par value $0.10 per share (the "shares"), by Mithaq, which was immediately before such distribution the direct holder of such shares, to Muhammad Asif Seemab, in connection with a redemption of his investment in Mithaq. Immediately before the distribution, such 103,583 shares were, by virtue of the relationships described in footnote 4, also indirectly beneficially owned by Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Mr. Seemab. Following the distribution, such 103,583 shares are now owned directly by Mr. Seemab and are no longer beneficially owned by any of the other Reporting Persons. |
(3) | Reflects the remaining 13,593,236 shares that may continue to be deemed beneficially owned by each of Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Mr. Seemab by virtue of the relationships described in footnote 4, including 13,591,959 shares held directly by Mithaq and 1,722 shares held directly by Snowball. In addition, as noted in Footnote 2, Mr. Seemab further continues to beneficially own the 103,583 shares distributed in the distribution. |
(4) | Mithaq and Mithaq Global are investment vehicles for certain members of the AlRajhi family, of which Mr. AlRajhi is a member, and select other eligible investors that are employed by Mithaq or its affiliates. Mithaq is a controlled affiliate of Mithaq Capital. Mithaq Capital is a controlled affiliate of Mithaq Global, and acts as investment advisor for Mithaq. Snowball is a wholly owned subsidiary of Mithaq. Mithaq, as a controlled affiliate of Mithaq Capital and Mithaq Capital, as the investment advisor for Mithaq and as a controlled affiliate of Mithaq Global, may each be deemed to be the beneficial owner of the shares held directly by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). |
(5) | By virtue of Mr. AlRajhi's position as a director of Mithaq, Mithaq Global and Mithaq Capital, Mr. AlRajhi may be deemed to be the beneficial owner of the shares held directly by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Seemab's position as director of Mithaq and director and managing director of Mithaq Capital, Mr. Seemab may be deemed to be the beneficial owner of the shares held by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the shares, except to the extent of any pecuniary interest therein. |
Remarks: Each of Messrs. AlRajhi and Seemab serves as a director on the Board of Directors of the Issuer and, as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Exchange Act. |