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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 | |
| Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
| CVRV Acquisition LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
| CVRV Acquisition II LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
| Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
| Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | |||
| By: Crestview Partners II GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross Oliver, General Counsel | 05/16/2024 | |
| **Signature of Reporting Person | Date | |
| By: Brian Cassidy, By: /s/ Ross Oliver, Attorney-in-Fact | 05/16/2024 | |
| **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 an award of restricted stock units ("RSUs") relating to 6,913 shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Brian P. Cassidy and under the Issuer's 2016 Incentive Award Plan (the "Plan"). Mr. Cassidy has assigned all rights, title and interest in the RSUs reported herein to Crestview Advisors, L.L.C. |
| (2) | The RSUs are scheduled to vest on May 14, 2025, subject to the terms of the Plan and the applicable award agreement issued thereunder. |
| (3) | Following the last transaction reported on this Form 4, reflects (i) 1,873,626 Class A Shares directly owned by CVRV Acquisition II LLC and (ii) 47,620 Class A Shares (a) underlying awards of restricted stock units ("RSUs") reported herein or previously granted to Brian P. Cassidy under the Issuer's 2016 Incentive Award Plan (the "Plan") (Mr. Cassidy has assigned all rights, title and interest in the Class A Shares underlying such RSUs to Crestview Advisors, L.L.C.) or (b) held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan. |
| (4) | Represents shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by CVRV Acquisition LLC. |
| (5) | Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares directly held by CVRV Acquisition II LLC and the Class B Shares and Common LLC Units directly held by CVRV Acquisition LLC. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Units held by CVRV Acquisition II LLC and CVRV Acquisition LLC, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the chairman of the investment committee. |
| (6) | Mr. Cassidy is a member of the Issuer's board of directors, and is a Partner of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the Crestview entities). |
| (7) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| Remarks: Exhibit 99.1 - Joint Filer Information |
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