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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 | (2) | (2) | (2) | Class A Common Stock | 437,987 | 437,987 | I | See footnotes (3) | |||||||
| Class B Common Stock | (2) | 08/20/2024 | C | 6,460,000 | (2) | (2) | Class A Common Stock | 6,460,000 | (2) | 4,222,385 | I | See footnotes (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tencent Holdings Ltd LEVEL 29, THREE PACIFIC PLACE 1 QUEEN'S ROAD EAST WANCHAI, K3 |
X | |||
| Tencent Cloud Europe B.V. LEVEL 29, THREE PACIFIC PLACE 1 QUEEN'S ROAD EAST WANCHAI, K3 |
X | |||
| TENCENT HOLDINGS LIMITED By: /s/ Ma Huateng, Director | 08/22/2024 | |
| **Signature of Reporting Person | Date | |
| TENCENT CLOUD EUROPE B.V. By: /s/ Constant Pieter van der Merwe, Director | 08/22/2024 | |
| **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) | Held of record by Tencent Cloud Europe B.V., a wholly-owned subsidiary of Tencent Holdings Limited ("Tencent"). |
| (2) | Class B Common Stock is convertible at any time, at the holder's election, or automatically in accordance with the governing documents of the Issuer, into Class A Common Stock, par value of $0.0001 per share, on a one-for-one basis and has no expiration date. |
| (3) | Held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent. |