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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, 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) | ||
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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 | |
| AFRICK ANDREW C/O SEARAY CAPITAL 111 WEST 67TH STREET NEW YORK, NY 10023 |
X | |||
| ADA Partners, L.P. C/O SEARAY CAPITAL 111 WEST 67TH STREET NEW YORK, NY 10023 |
X | |||
| /s/ Andrew Africk | 08/23/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Andrew Africk, as Manager of ADA Partners GP, LLC | 08/23/2023 | |
| **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 price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $6.98 to $7.05, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range. |
| (2) | ADA Partners, L.P. ("Partners") is the direct beneficial owner of the shares of Common Stock. The general partner of Partners is ADA Partners GP, LLC ("GP"), of which Andrew Africk is the sole member and manager. Andrew Africk, as the sole member and manager of GP, may be deemed to beneficially own the shares of Common Stock beneficially owned by GP as a result of being the general partner of Partners. Africk disclaims beneficial ownership of the shares of Common Stock beneficially owned by GP, except to the extent of his pecuniary interest. |
| (3) | The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $5.73 to $6.60, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range. |
| (4) | The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $6.88 to $7.00, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range. |