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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 | |
| Carlson Capital, L.P. 2100 MCKINNEY AVE STE 1900 DALLAS, TX 75201 |
X | |||
| Black Diamond Offshore Ltd. 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX 75201 |
X | |||
| Double Black Diamond Offshore Ltd 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX 75201 |
X | |||
| Asgard Investment Corp. II 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX 75201 |
X | |||
| Carlson Clint Duane 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX 75201 |
X | |||
| Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| Black Diamond Offshore Ltd., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| Double Black Diamond Offshore Ltd., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| Asgard Investment Corp. II, By: /s/ Clint D. Carlson, Title: President | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| Clint D. Carlson, By: /s/ Clint D. Carlson | 10/25/2024 | |
| **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) | Transaction reflects pro rata in-kind distributions by Black Diamond Offshore Ltd. of 600,678 Common Stock. Clint Carlson received 399,394.19 Common Stock. Lewis Carlson received 62,078.97 Common Stock. Owen Augustus Carlson 1997 A Trust received 62,078.97 Common Stock. Julian Orlando Carlson 1997 A Trust received 62,078.97 Common Stock. Carlson Capital GP, L.P. received 12,353.51 Common Stock. The Carlson Foundation received 2,693.40 Common Stock. |
| (2) | Carlson Capital, L.P., a Delaware limited partnership, serves as the investment manager to, and has the power to direct the affairs of, Black Diamond Offshore Ltd., a Cayman Islands exempt company, and Double Black Diamond Offshore Ltd, a Cayman Islands exempt company (together, the "Funds"). Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, the Funds. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II and the Funds. |
| (3) | The shares of Common Stock to which this relates are held directly by Double Black Diamond Offshore, Ltd. |