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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAVERICK CAPITAL LTD 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201 |
X | |||
MAVERICK CAPITAL MANAGEMENT LLC 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201 |
X | |||
AINSLIE LEE S III 767 FIFTH AVENUE 11TH FLOOR NEW YORK, NY 10153 |
X | |||
Warford Andrew Held 300 CRESCENT COURT, 18TH FLOOR DALLAS, TX 75201 |
X |
/s/ Trevor Wiessmann, Attorney-in-Fact | 06/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Trevor Wiessmann, Attorney-in-Fact | 06/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Trevor Wiessmann, Attorney-in-Fact | 06/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Trevor Wiessmann, Attorney-in-Fact | 06/22/2018 | |
**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 an award of restricted stock units ("RSUs") to David B. Singer. The RSUs will vest in four equal quarterly installments during the first year following the date of grant. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement for no consideration. |
(2) | Of the shares of Class B Common Stock ("Shares") reported, 32,183 represent RSUs held by Mr. Singer and 77,125 represent Shares which prior to conversion, were held by Mr. Singer as RSUs, in each case, for the benefit of entities managed by Maverick Capital, Ltd. ("Maverick Capital"). Mr. Singer is an employee of an affiliate of Maverick Capital. |
(3) | Maverick Capital is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and acts as the investment manager for each of the portfolio funds for which Mr. Singer holds the RSUs. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management. Andrew H. Warford serves as the Chairman of the Stock Committee of Maverick Capital. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |