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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 | |
| INCLUSIVE CAPITAL PARTNERS, L.P. 1170 GORGAS AVENUE SAN FRANCISCO, CA 94129 |
X | See Remarks | ||
| UBBEN JEFFREY W 1170 GORGAS AVENUE SAN FRANCISCO, CA 94129 |
X | |||
| Inclusive Capital Partners, L.P. /s/ Philippe B. Pradel, Chief Compliance Officer | 11/02/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Jeffrey W. Ubben | 11/02/2023 | |
| **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) | Represents a grant of common stock to Ms. Eva Zlotnicka ("Ms. Zlotnicka"), a Founder and Managing Partner at In-Cap (as defined below), by the Issuer on October 31, 2023, for her services as a director of the Issuer pursuant to the Issuer's director compensation policy. Ms. Zlotnicka is deemed to hold the shares of common stock for the benefit of In-Cap Spring Master Fund , L.P. ("In-Cap Spring Master Fund") and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of common stock directly to In-Cap Spring Master Fund. Ms. Zlotnicka has separately reported this grant on her own Form 4 as well. |
| (2) | Includes a grant of 11,635 shares of common stock reported by Ms. Zlotnicka on her Form 4 filed on November 4, 2022. |
| (3) | The securities reported herein are held by In-Cap Spring Master Fund to which Inclusive Capital Partners, L.P., a Delaware limited partnership ("In-Cap" or the "Reporting Person"), acts as investment manager. Mr. Jeffrey W. Ubben indirectly controls In-Cap. |
| (4) | The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| Remarks: In-Cap may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Ms. Zlotnicka currently serves on the board of directors of the Issuer. |
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