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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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Conversant Private GP LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | See remarks. | ||
| Conversant PIF Aggregator A, LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ 07901 |
X | See remarks. | ||
| Conversant PIF Aggregator A LPBy: Conversant Private GP LLC, its general partner, by: /s/ Paul Dumaine, General Counsel | 08/29/2024 | |
| **Signature of Reporting Person | Date | |
| Conversant Private GP LLC, by: /s/ Paul Dumaine, General Counsel and Chief Compliance Officer | 08/29/2024 | |
| **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 jointly by Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP") and Conversant PIF Aggregator A LP, a Delaware limited partnership ("Aggregator A") (collectively the filing persons are the "Reporting Persons"). |
| (2) | The Shares are held by Aggregator A. Conversant Private GP is the general partner of Aggregator A. By virtue of this relationship, Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A. Conversant Private GP disclaims beneficial ownership of the securities held by Aggregator A except to the extent of his or its pecuniary interest therein. |
| Remarks: 1. The Reporting Persons may be deemed a member of a group that beneficially owns more than 10% of the outstanding shares of the common stock, par value $0.01 of the Issuer. 2. Robert T. Grove, a Principal of Conversant Capital, serves as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Grove and the Reporting Persons, the Reporting Persons may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
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