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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Call Option (Right to Buy) | 08/02/2024 | 10/18/2024 | Common Stock | 760,000 | $ 30 | I | See Footnotes (1) (2) (3) |
| Call Option (Right to Buy) | 08/02/2024 | 10/18/2024 | Common Stock | 160,000 | $ 30 | I | See Footnotes (1) (2) (4) |
| Call Option (Right to Buy) | 08/02/2024 | 10/18/2024 | Common Stock | 80,000 | $ 30 | I | See Footnotes (1) (2) (5) |
| Call Option (Right to Buy) | 08/02/2024 | 09/20/2024 | Common Stock | 380,000 | $ 25 | I | See Footnotes (1) (2) (3) |
| Call Option (Right to Buy) | 08/02/2024 | 09/20/2024 | Common Stock | 80,000 | $ 25 | I | See Footnotes (1) (2) (4) |
| Call Option (Right to Buy) | 08/02/2024 | 09/20/2024 | Common Stock | 40,000 | $ 25 | I | See Footnotes (1) (2) (5) |
| Put Option (Obligation to Buy) | 08/13/2024 | 08/16/2024 | Common Stock | 51,900 | $ 23 | I | See Footnotes (1) (2) (4) |
| Put Option (Obligation to Buy) | 08/13/2024 | 08/16/2024 | Common Stock | 26,000 | $ 23 | I | See Footnotes (1) (2) (5) |
| Put Option (Right to Sell) | 08/14/2024 | 08/16/2024 | Common Stock | 25,000 | $ 22 | I | See Footnotes (1) (2) (3) |
| Put Option (Right to Sell) | 08/14/2024 | 08/16/2024 | Common Stock | 16,700 | $ 22 | I | See Footnotes (1) (2) (4) |
| Put Option (Right to Sell) | 08/14/2024 | 08/16/2024 | Common Stock | 8,300 | $ 22 | I | See Footnotes (1) (2) (5) |
| Call Option (Right to Buy) | 08/14/2024 | 10/18/2024 | Common Stock | 3,500,000 | $ 27 | I | See Footnotes (1) (2) (3) |
| Call Option (Right to Buy) | 08/14/2024 | 10/18/2024 | Common Stock | 2,333,300 | $ 27 | I | See Footnotes (1) (2) (4) |
| Call Option (Right to Buy) | 08/14/2024 | 10/18/2024 | Common Stock | 1,166,700 | $ 27 | I | See Footnotes (1) (2) (5) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| THOMIST CAPITAL MANAGEMENT, LP 3773 RICHMOND AVE., SUITE 777 HOUSTON, TX 77046 |
X | |||
| Thomist Capital, LLC 3773 RICHMOND AVE., SUITE 777 HOUSTON, TX 77046 |
X | |||
| Thomist Fund, LP 3773 RICHMOND AVE., SUITE 777 HOUSTON, TX 77046 |
X | |||
| Kuzma Brian L. 3773 RICHMOND AVE., SUITE 777 HOUSTON, TX 77046 |
X | |||
| THOMIST CAPITAL MANAGEMENT, LP, By: Thomist Capital, LLC, its general partner, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| **Signature of Reporting Person | Date | |
| THOMIST CAPITAL, LLC, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| **Signature of Reporting Person | Date | |
| THE THOMIST FUND, LP, By: Thomist Capital, LLC, its general partner, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| **Signature of Reporting Person | Date | |
| BRIAN KUZMA, /s/ Brian Kuzma | 08/26/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is being filed by (a) Thomist Capital Management, LP (the "Manager"), (b) Thomist Capital, LLC (the "GP"), (c) The Thomist Fund, LP (the "Fund"), and (d) Brian Kuzma ("Mr. Kuzma", and collectively with the Manager, the GP and the Fund, the "Reporting Persons"). The Manager, as the investment manager of the Fund and two third-party accounts ("Managed Account 1" and "Managed Account 2") over which the Manager has voting and investment discretion. Mr. Kuzma is the managing member of the GP, which is the general partner of the Manager and the Fund. |
| (2) | The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, and each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. |
| (3) | The securities reported are held by the Fund. The GP and Mr. Kuzma may be deemed to have a pecuniary interest in the securities held by the Fund due to an indirect profits allocation to the GP and Mr. Kuzma's interest in the Fund. |
| (4) | The securities reported are held by Managed Account 1. The Reporting Persons other than the Fund may be deemed to have a pecuniary interest in the securities held by Managed Account 1 due to a performance-related fee. |
| (5) | The securities reported are held by Managed Account 2. The Reporting Persons other than the Fund may be deemed to have a pecuniary interest in the securities held by Managed Account 2 due to a performance-related fee. |