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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 | ||||||||
| Class B Common Stock | (1) | 03/22/2024 | C(1) | 683,265 | (5) | (5) | Class A Common Stock | 683,265 | (5) | 4,049,125 | I | See footnotes (2) (3) (4) | |||
| Class B Common Stock | (1) | 03/22/2024 | J(1) | 287,113 | (5) | (5) | Class A Common Stock | 287,113 | (5) | 3,762,012 | I | See footnotes (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Petrus Trust Company, LTA 3000 TURTLE CREEK BOULEVARD DALLAS, TX 75219 |
X | |||
| Petrus Employee Profit Share, L.P. 3000 TURTLE CREEK BOULEVARD DALLAS, TX 75219 |
X | |||
| PAM Partners GP, LLC 3000 TURTLE CREEK BOULEVARD DALLAS, TX 75219 |
X | |||
| /s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA | 03/25/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC, general partner of Petrus Employee Profit Share, L.P. | 03/25/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC | 03/25/2024 | |
| **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) | On March 22, 2024, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 970,378 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management Company division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 683,265 shares of the Issuer's Class B Common Stock automatically converted into 683,265 shares of the Issuer's Class A Common Stock; the remaining 287,113 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation. |
| (2) | The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP. |
| (3) | Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| (4) | Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
| (5) | 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. |