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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 | ||||||||
| Restricted Share Units | (2) | 01/07/2024 | M | 125,000 | (1) | (1) | Ordinary Shares | 125,000 | $ 0 | 125,000 | D | ||||
| Restricted Share Units | (2) | 01/08/2024 | M | 48,750 | (6) | (6) | Ordinary Shares | 48,750 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Forbes Alexandria 450 EAST 29TH STREET 14TH FLOOR NEW YORK, NY 10016 |
X | PRESIDENT & CEO | ||
| /s/ Richard Giroux, Attorney-in-Fact for Alexandria Forbes | 01/09/2024 | |
| **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 vesting of one-half of restricted share units granted on January 7, 2022. |
| (2) | Each restricted share unit converts into one ordinary share upon vesting. |
| (3) | On July 14, 2023, in a transaction exempt from Section 16 (including the reporting requirements) by virtue of Rule 16a-13, the reporting person received 27,024 ordinary shares as an annuity payment from a grantor retained annuity trust ("GRAT") and now reports "direct" beneficial ownership of those shares. |
| (4) | On August 11, 2023, in a transaction exempt from Section 16 (including the reporting requirements) by virtue of Rule 16a-13, the reporting person received 146,015 ordinary shares as an annuity payment from a second grantor retained annuity trust ("GRAT") and now reports "direct" beneficial ownership of those shares. |
| (5) | Shares withheld for payment of taxes upon vesting of award. |
| (6) | Represents vesting of one-quarter of restricted share units granted on January 8, 2020. |