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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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 | ||||||||
Class B Common Stock (7) | (7) | 05/06/2016 | C | 565,210 (8) | (7) | (7) | Class A Common Stock | 565,210 | $ 0 | 0 | I | See footnote (1) | |||
Class B Common Stock (7) | (7) | 05/06/2016 | C | 29,470 (8) | (7) | (7) | Class A Common Stock | 29,470 | $ 0 | 0 | I | See footnote (2) | |||
Class B Common Stock (7) | (7) | 05/06/2016 | C | 11,349,190 (8) | (7) | (7) | Class A Common Stock | 11,349,190 | $ 0 | 0 | I | See footnote (3) | |||
Class B Common Stock (7) | (7) | 05/06/2016 | C | 1,221,170 (8) | (7) | (7) | Class A Common Stock | 1,221,170 | $ 0 | 0 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rizvi Traverse Management, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
Giampetroni John 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RIZVI SUHAIL 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
Rizvi Traverse Management II, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
Rizvi Opportunistic Equity Fund II, L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
Rizvi Traverse Partners II, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RT-SQ Management, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RT Spartan IV, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RT SQ Co-Invest, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X |
Suhail Rizvi, Managing Director Rizvi Traverse Management, LLC | 05/19/2016 | |
**Signature of Reporting Person | Date | |
John Giampetroni | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director Rizvi Traverse Management II, LLC | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director of Rizvi Traverse Management II, LLC, the Manager of Rizvi Opportunistic Equity Fund II, L.P. | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director of Rizvi Traverse Management II, LLC, the Manager of Rizvi Traverse Partners II, LLC | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director RT-SQ Management, LLC | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director of RT-SQ Management, LLC, the Manager of RT Spartan IV, LLC | 05/19/2016 | |
**Signature of Reporting Person | Date | |
Suhail Rizvi, Managing Director of RT-SQ Management, LLC, the Manager of RT SQ Co-Invest, LLC | 05/19/2016 | |
**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) | Shares held directly by Rizvi Opportunistic Equity Fund II, L.P. Rizvi Traverse Management II, LLC (the manager of Rizvi Opportunistic Equity Fund II, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund II, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund II, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(2) | Shares held directly by Rizvi Traverse Partners II, LLC. Rizvi Traverse Management II, LLC (the manager of Rizvi Traverse Partners II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners II, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners II, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | Shares held directly by RT Spartan IV, LLC. RT-SQ Management, LLC (the manager of RT Spartan IV, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and shared investment power over the securities held by RT Spartan IV, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Spartan IV, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | Shares held directly by RT SQ Co-Invest, LLC. RT-SQ Management, LLC (the manager of RT SQ Co-Invest, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT Spartan IV, LLC, to its members without consideration. |
(6) | The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT SQ Co-Invest, LLC, to its members without consideration. |
(7) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
(8) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock. |
Remarks: This report is filed as one of two to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; and RT SQ Co-Invest, LLC. |