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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 | |
| ROSS SCOTT I 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | |||
| HPC III Kaizen LP 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | See Remarks | ||
| Hill Path Capital Partners III GP LLC 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | See Remarks | ||
| Hill Path Investment Holdings III LLC 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | See Remarks | ||
| Hill Path Capital LP 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | See Remarks | ||
| Hill Path Holdings LLC 150 EAST 58TH STREET, 33RD FLOOR NEW YORK, NY 10155 |
X | See Remarks | ||
| HPC III Kaizen LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner | 07/02/2024 | |
| **Signature of Reporting Person | Date | |
| Hill Path Capital Partners III GP LLC, By: Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner | 07/02/2024 | |
| **Signature of Reporting Person | Date | |
| Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner | 07/02/2024 | |
| **Signature of Reporting Person | Date | |
| Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner | 07/02/2024 | |
| **Signature of Reporting Person | Date | |
| Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partne | 07/02/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Scott Ross | 07/02/2024 | |
| **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). |
| Remarks: This Form 4 is filed jointly by HPC III Kaizen LP ("HPC III Kaizen"), Hill Path Capital Partners III GP LLC ("Hill Path III GP"), Hill Path Investment Holdings III LLC ("Hill Path Investment Holdings III"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
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