09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:37
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LGC Holdco, LLC C/O MAUPIN, COX & LEGOY 4785 CAUGHLIN PARKWAY RENO, NV 89519 |
X | |||
Cruden 2, LLC C/O MAUPIN, COX & LEGOY 4785 CAUGHLIN PARKWAY RENO, NV 89519 |
X | |||
Roberson Michael Craig 30 HASSAYAMPA TRL HENDERSON, NV 89052 |
X |
/s/ William P. Barr, as President of Cruden 2, LLC, Sole Manager for LGC Holdco, LLC | 09/12/2025 | |
**Signature of Reporting Person | Date | |
/s/ William P. Barr, as President, for Cruden 2, LLC | 09/12/2025 | |
**Signature of Reporting Person | Date | |
/s/ Michael Roberson | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | On September 6, 2025, the Murdoch Family Trust (the "MFT") transferred (i) approximately 50% of the shares of Class A common stock, par value $0.01 per share ("Class A Shares"), of the Issuer and approximately 50% of the shares of Class B common stock, par value $0.01 per share ("Class B Shares"), of the Issuer held by the MFT to three trusts established by Cruden Financial Services LLC, the sole trustee of the MFT ("Cruden"), one for the benefit of each of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their respective descendants and charitable organizations, and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts established by Cruden, one for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations (collectively, the "LGC Family Trusts"). |
(2) | On September 7, 2025, the LGC Family Trusts contributed all of the Class A Shares and Class B Shares they own to LGC Holdco, LLC ("LGC Holdco"). |
(3) | LGC Holdco is owned by the LGC Family Trusts and managed by Cruden 2, LLC ("Cruden 2"). Pursuant to the governance structure of LGC Holdco effective as of September 10, 2025, the decisions of Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2, who is appointed, and may be replaced, by Lachlan K. Murdoch. As of the date of this filing, Mr. Roberson is such managing director and, therefore, may be deemed to beneficially own the Class A Shares and Class B Shares owned by LGC Holdco; however, Mr. Roberson disclaims beneficial ownership of such shares. |