05/05/2026 | Press release | Distributed by Public on 05/05/2026 17:26
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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 | ||||
| Equity Swap | (2) | (2) | Class A Common Stock, $0.01 par value | 477,179 | (2) | I | See footnote(1) |
| Convertible Note | (3) | (3) | Class A Common Stock, $0.01 par value | 824,679 | $32.74 | I | See footnote(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DISCOVERY CAPITAL MANAGEMENT, LLC / CT 20 MARSHALL STREET SUITE 310 SOUTH NORWALK, CT 06854 |
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DISCOVERY GLOBAL OPPORTUNITY MASTER FUND, LTD C/O DISCOVERY CAPITAL MANAGEMENT, LLC 20 MARSHALL STREET, SUITE 310 SOUTH NORWALK, CT 06854 |
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| Discovery Capital Management, LLC., By: /s/ Robert K. Citrone, Managing Member | 05/05/2026 | |
| **Signature of Reporting Person | Date | |
| Discovery Global Opportunity Master Fund, Ltd., By: /s/ Robert K. Citrone Director | 05/05/2026 | |
| **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) | The securities are held in the account of Discovery Global Opportunity Master Fund, Ltd. (the "Fund") and may be deemed to be beneficially owned by Discovery Capital Management, LLC ("Discovery"), as the investment manager of the Fund, and Robert K. Citrone, as the managing member of Discovery. |
| (2) | The reporting persons entered into a total return swap with respect to 477,179 shares of Class A Common Stock, $0.01 par value. |
| (3) | The reporting persons purchased a 0% Convertible Senior Note due November 1, 2031, with initial conversion rate of 30.5460 shares of Class A Common Stock, $0.01 par value per $1,000 principle amount of notes ($32.74 conversion price). Notes are convertible before August 1, 2031 only upon occurrence of certain specified events as defined in the indenture. After August 1, 2031, notes are convertible at holder's election until maturity. Issuer may settle conversions in cash, stock, or combination thereof at Issuer's election. |
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Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
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