02/26/2026 | Press release | Distributed by Public on 02/26/2026 19:25
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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. | |||
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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 | |
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ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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ABRAMS CAPITAL, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Abrams Capital Partners I, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Management V, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Partners V, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Management VI, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
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Riva Capital Partners VI, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
| Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital Partners I, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Management V, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Partners V, L.P., by Riva Capital Management V, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Management VI, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **Signature of Reporting Person | Date | |
| Riva Capital Partners VI, L.P., by Riva Capital Management VI, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| **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) | Represents 458,736 shares held by Abrams Capital Partners I, L.P. ("ACP I"), 6,258,576 shares held by Abrams Capital Partners II, L.P. ("ACP II"), 5,262,976 shares held by Riva Capital Partners V, L.P. ("Riva V") and 4,530,452 shares held by Riva Capital Partners VI, L.P. ("Riva VI", and, together with ACP I, ACP II and Riva V, collectively the "Abrams Funds"). |
| (2) | Abrams Capital, LLC ("AC LLC") is the general partner of ACP I and ACP II. As a result, AC LLC may be deemed to share voting and dispositive power with respect to the shares held by ACP I and ACP II. |
| (3) | Riva Capital Management V, LLC ("RCM V") is the general partner of Riva V. As a result, RCM V may be deemed to share voting and dispositive power with respect to the shares held by Riva V. |
| (4) | Riva Capital Management VI, LLC ("RCM VI") is the general partner of Riva VI. As a result, RCM VI may be deemed to share voting and dispositive power with respect to the shares held by Riva VI. |
| (5) | Abrams Capital Management, L.P. (the "LP") is the investment manager of each of the Abrams Funds and, in such capacity, manages the investment strategy and decision-making process with respect to investments held by the Abrams Funds. As a result, the LP may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| (6) | Abrams Capital Management, LLC (the "LLC") is the general partner of the LP. As a result, the LLC may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| (7) | Each reporting person disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |