06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:43
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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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BDT CAPITAL PARTNERS, LLC 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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BDTCP GP II-A, L.P. 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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BDTCP GP II, Co. 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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BDT Badger Holdings, LLC 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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BDTP GP, LLC 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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Trott Byron D 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
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BDTCP GP II-A (DEL), LLC 401 NORTH MICHIGAN AVE. SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
| /s/ Mary Ann Todd, Attorney-in-Fact | 06/12/2026 | |
| **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 restricted share unit ("RSU") awards were granted on June 11, 2026. The RSUs shall vest on the earlier of (i) the one-year anniversary of the Grant Date, (ii) the next-occurring annual meeting of our stockholders and (iii) a Change of Control, subject to continued service on such vesting date. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date. |
| (2) | Represents shares of Common Stock pursuant to an award of RSUs granted to Robert L. Verigan in connection with his service as a director. Mr. Verigan has automatically assigned all rights, title and interest in the RSUs reported herein to BDT Badger Holdings LLC ("BDTBH"). |
| (3) | The reporting person has reported prior RSU awards in Table II of Form 4. The total reported in Column 5 includes the 6,374 newly awarded RSUs, 7,272 RSUs previously reported in Table II and 140,751,696 shares of common stock in the company. |
| (4) | This Form 4 is jointly filed by BDTBH, BDTCP GP II-A, L.P. ("BDTCP GP II-A"), BDTCP GP II-A (DEL), LLC ("BDTCP GP II-A DEL"), BDTCP GP II, Co. ("BDTCP GP II"), BDT Capital Partners, LLC ("BDTCP"), BDTP GP, LLC ("BDTP") and Byron D. Trott. BDTCP wholly owns its shares through the investment fund BDTBH. The managing member of BDTBH is BDTCP GP II-A DEL, of which BDTCP GP II-A is the sole member. The sole member of BDTCP GP II is BDTCP, of which the managing member is BDTP. Byron D. Trott is the sole member of BDTP. Each of BDTCP GP II-A DEL, BDTCP GP II-A, BDTCP GP II, BDTCP, BDTP and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDTBH. Voting and investment determinations with respect to the shares held by BDTBH are made by an investment committee of (cont'd in next FN) |
| (5) | (cont'd from previous FN) BDT & MSD Partners, LLC ("BDT & MSD") comprised of Byron D. Trott, Dan Jester, Gregg Lemkau, San Orr, Robert Platek, Amy Ennesser, Genevieve Hovde, Douglas Londal, Robert Verigan, Greg Olafson and a rotating non-voting observer. Accordingly, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by BDTBH. Each of them disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. The address for BDTBH, BDTCP GP II-A DEL, BDTCP GP II-A, BDTCP GP II-A DEL, BDTCP GP II, BDTCP, BDTP and Mr. Trott is BDT & MSD, 401 North Michigan Avenue, Suite 3100, Chicago, IL 60611. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. (cont'd in next FN) |
| (6) | (con't from previous FN) This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Robert L. Verigan is a Partner of BDT & MSD, an affiliate of BDTCP, and is a director of the Issuer. By virtue of his service on the Board of Directors of the issuer as a representative of BDTCP, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer. |