08/21/2026 | Press release | Distributed by Public on 08/21/2026 19:39
|
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 08/19/2026 | C | 4,995,903 | (1) | (1) | Class A Common Stock | 4,995,903 | (1) | 35,023,391 | I | By Francisco Partners IV, L.P.(2) | |||
| Class B Common Stock | (1) | 08/19/2026 | C | 2,504,097 | (1) | (1) | Class A Common Stock | 2,504,097 | (1) | 17,554,793 | I | By Francisco Partners IV-A, L.P.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
FRANCISCO PARTNERS IV, L.P. ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129 |
X | |||
|
FRANCISCO PARTNERS IV-A, L.P. ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129 |
X | |||
|
Francisco Partners GP IV, L.P. ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129 |
X | |||
|
Francisco Partners GP IV Management Ltd ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129 |
X | |||
|
Francisco Partners Management, LP ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 SAN FRANCISCO, CA 94129 |
X | |||
| Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/21/2026 | |
| **Signature of Reporting Person | Date | |
| Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/21/2026 | |
| **Signature of Reporting Person | Date | |
| Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/21/2026 | |
| **Signature of Reporting Person | Date | |
| Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/21/2026 | |
| **Signature of Reporting Person | Date | |
| Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/21/2026 | |
| **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) | Represents the conversion of Class B Common Stock ("Class B Shares") into shares of Class A Common Stock (the "Class A Shares") on a one-for-one basis. |
| (2) | Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership. |
| (3) | Francisco Partners IV, L.P. made a pro rata distribution of 3,596,648 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026. |
| (4) | Francisco Partners IV-A, L.P. made a pro rata distribution of 1,142,357 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026. |
| (5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/19/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/20/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/21/2026 at prices ranging from $3.445 to $3.565 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |