02/27/2026 | Press release | Distributed by Public on 02/27/2026 19:15
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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INNOVEX CO-INVEST FUND, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX 77002 |
X | X | ||
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Innovex Co-Invest Fund GP, L.P. 4400 POST OAK STREET SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Interval Capital Associates II, LLC 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital Associates III, LLC 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital Fund II, L.P. 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital Fund II-A, L.P. 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital Fund III, L.P. 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital GP II, L.P. 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
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Intervale Capital GP III, L.P. 4400 POST OAK PARKWAY SUITE 2760 HOUSTON, TX 77027 |
X | X | ||
| INNOVEX CO-INVEST FUND, L.P., By: Innovex Co-Invest Fund GP, L.P., its general partner, By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INNOVEX CO-INVEST FUND GP, L.P., By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL ASSOCIATES II, LLC, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL ASSOCIATES III, LLC, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL FUND II, L.P., By: Intervale Capital GP II, L.P., its general partner, By: Intervale Capital Associates II, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL FUND II-A, L.P., By Intervale Capital GP II, L.P., its general partner, By: Intervale Capital Associates II, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL FUND III, L.P., By: Intervale Capital GP III, L.P., its general partner, By: Intervale Capital Associates III, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL GP II, L.P., By: Intervale Capital Associates II, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **Signature of Reporting Person | Date | |
| INTERVALE CAPITAL GP III, L.P., By: Intervale Capital Associates III, LLC, its general partner, By: /s/ Jason Turowsky, Name: Jason Turowsky, Title: Partner | 02/27/2026 | |
| **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) | Consists of shares of common stock, par value $0.01 per share, of the Issuer held directly by Amberjack Capital Fund II, L.P. ("Common Stock") that were sold in an underwritten secondary offering (the "Offering") at a price to the public of $25.75 per share. Amberjack Capital Fund II, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (2) | Consists of shares of Common Stock held directly by Innovex Co-Invest Fund II, L.P. that were sold in the Offering at a price to the public of $25.75 per share. Innovex Co-Invest Fund II, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (3) | Consists of shares of Common Stock held directly by Innovex Co-Invest Fund, L.P. that were sold in the Offering at a price to the public of $25.75 per share. Innovex Co-Invest Fund, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (4) | Consists of shares of Common Stock held directly by Intervale Capital Fund II, L.P. that were sold in the Offering at a price to the public of $25.75 per share. Intervale Capital Fund II, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (5) | Consists of shares of Common Stock held directly by Intervale Capital Fund II-A, L.P. that were sold in the Offering at a price to the public of $25.75 per share. Intervale Capital Fund II-A, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (6) | Consists of shares of Common Stock held directly by Intervale Capital Fund III, L.P. that were sold in the Offering at a price to the public of $25.75 per share. Intervale Capital Fund III, L.P. received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. |
| (7) | The general partner of (i) Amberjack Capital Fund II, L.P. is Amberjack Capital GP II, L.P., and the general partner of such general partner is Amberjack Capital Associates II, LLC, (ii) Innovex Co-Invest Fund II, L.P. is Innovex Co-Invest Fund II GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iii) Innovex Co-Invest Fund, L.P. is Innovex Co-Invest Fund GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iv) Intervale Capital Fund II, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, (v) Intervale Capital Fund II-A, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, and (vi) Intervale Capital Fund III, L.P. is Intervale Capital GP III, L.P., and the general partner of such general partner is Intervale Capital Associates III, LLC. |
| (8) | (Continued from footnote 7) Funds affiliated with Amberjack Capital Partners, L.P. ("Amberjack Capital Partners") are referred to as the "Amberjack Funds". |
| (9) | By virtue of their relationships, the foregoing general partners control all voting and dispositive power over the reported shares held by such Amberjack Fund and therefore may be deemed to be the beneficial owner of such shares. The sole member of Amberjack Capital Associates II, LLC, Innovex Co-Invest Associates, LLC, Intervale Capital Associates II, LLC and Intervale Capital Associates III, LLC is Amberjack Capital Partners, and the general partner of Amberjack Capital Partners is Amberjack Management, LLC ("Amberjack Management"). By virtue of their relationships, Amberjack Capital Partners and Amberjack Management control all voting and dispositive power over the reported shares held by all the Amberjack Funds and therefore may be deemed to be the beneficial owner of such shares. Jason Turowsky is managing partner of Amberjack Management. |
| (10) | (Continued from footnote 9) Mr. Turowsky disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. |
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Remarks: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. The first of two Forms 4 was filed by the designated filer Amberjack Capital Partners, L.P. |
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