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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 | ||||||||
| Restricted Stock Units | (1) | 10/09/2024 | D | 507 | (4) | (4) | Common Stock | 507 | $ 0 | 69,718 | D | ||||
| Restricted Stock Units | (1) | 10/09/2024 | D | 945 | (5) | (5) | Common Stock | 945 | $ 0 | 68,773 | D | ||||
| Restricted Stock Units | (1) | 10/09/2024 | D | 1,060 | (6) | (6) | Common Stock | 1,060 | $ 0 | 67,713 | D | ||||
| Restricted Stock Units | (1) | 10/09/2024 | D | 2,994 | (7) | (7) | Common Stock | 2,994 | $ 0 | 64,719 | D | ||||
| Restricted Stock Units | (1) | 10/09/2024 | D | 40 | (4) | (4) | Common Stock | 40 | $ 0 | 5,703 | I | By Spouse | |||
| Restricted Stock Units | (1) | 10/09/2024 | D | 83 | (5) | (5) | Common Stock | 83 | $ 0 | 5,620 | I | By Spouse | |||
| Restricted Stock Units | (1) | 10/09/2024 | D | 131 | (6) | (6) | Common Stock | 131 | $ 0 | 5,489 | I | By Spouse | |||
| Restricted Stock Units | (1) | 10/09/2024 | D | 208 | (7) | (7) | Common Stock | 208 | $ 0 | 5,281 | I | By Spouse | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Richieri Richard A. 14191 MYFORD ROAD TUSTIN, CA 92780 |
Chief Operations Officer | |||
| /s/ Stephen Hedberg, by Power of Attorney for Richard A. Richieri | 10/11/2024 | |
| **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) | Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock. |
| (2) | Represents the shares sold by the reporting person and/or reporting person's spouse pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting and release of the RSUs described in footnotes 4, 5, 6, and 7. This sale does not represent a discretionary trade by the reporting person and/or the reporting person's spouse. |
| (3) | Represents a weighted average sales price per share. These shares were sold at prices ranging from $10.00 to $10.05. The reporting person and/or the reporting person's spouse has provided to the Issuer, and hereby undertakes to provide the SEC staff or a security holder of the Issuer, upon request, information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| (4) | RSUs granted to the reporting person and/or reporting person's spouse on July 9, 2021, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2021, and each quarter thereafter until fully-vested, subject to continuous service to the Issuer on such vesting dates. |
| (5) | RSUs granted to the reporting person and/or reporting person's spouse on July 9, 2022, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates. |
| (6) | RSUs granted to the reporting person and/or reporting person's spouse on July 9, 2023, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates. |
| (7) | RSUs granted to the reporting person and/or the reporting person's spouse on July 9, 2024, vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's and/or the reporting person's spouse's continuous service to the Issuer on such vesting dates. |