SCHEDULE 13D
About this Amendment No. 1
This Amendment No. 1 to Schedule 13D (Amendment No. 1) relates to the Schedule 13D filed on February 22, 2018 (the Original Schedule 13D), by the Reporting Persons, relating to the Class A common stock, par value $0.01 per share, of the Company. This Amendment No. 1 is being made to reflect an increase in the number of shares of outstanding Class A common stock, a decrease in the number of shares beneficially owned by employees party to the ESHA and a decrease in the percentages deemed to be beneficially owned by the Reporting Persons as a result. This Amendment No. 1 does not restate disclosures in the Original Schedule 13D that are not being amended, and should be read in conjunction with the Original Schedule 13D. Capitalized terms used but not defined herein have the meanings provided in the Original Schedule 13D.
Item 5.
Interest in Securities of the Issuer
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in full as follows:
Name
|
|
Aggregate
Number of
Shares of Class
A Common
Stock
Beneficially
Owned
|
|
Percentage
of
Outstanding
Class A
Common
Stock
|
|
Sole Voting
Power
|
|
Shared
Voting
Power
|
|
Sole
Power to
Dispose
|
|
Shared
Power to
Dispose
|
|
David C. Brown
|
|
15,717,044
|
|
55.0
|
%
|
16,500
|
|
15,700,544
|
|
2,421,285
|
|
0
|
|
Michael D. Policarpo
|
|
15,700,544
|
|
54.9
|
%
|
0
|
|
15,700,544
|
|
1,197,394
|
|
0
|
|
Kelly S. Cliff
|
|
15,700,544
|
|
54.9
|
%
|
0
|
|
15,700,544
|
|
771,438
|
|
0
|
|
The Company has issued additional shares of Class A common stock since the date of the Original Schedule 13D and the number of shares beneficially owned by employees party to the ESHA has decreased and, as a result of such issuances and such decrease, the number of shares currently beneficially owned by the Reporting Persons represent a lower percentage of the outstanding shares of Class A common stock than reported in the Original Schedule 13D. The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Persons aggregate number of shares of Class A common stock beneficially owned, divided by the sum of (w) 11,700,000 shares of Class A common stock outstanding as of February 7, 2018, as reported in the Registration Statement, (x) 1,110,860 additional shares of Class A common stock sold on March 13, 2018 to the underwriters of the public offering pursuant to the Registration Statement on partial exercise of such underwriters option to purchase additional shares, (y) 88,455 shares of Class A common stock that were issued upon the transfer and conversion of shares of Class B common stock formerly subject to the ESHA since the Original Schedule 13D was filed and (z) 15,700,544 shares of Class A common stock issuable on conversion of the shares of Class B common stock currently subject to the ESHA, including an additional 3,371 options to acquire shares of Class B common stock held by employees party to the ESHA that have vested since the Original Schedule 13D was filed.
Based on a total of 76,293,603 shares of common stock (consisting of (i) 12,899,315 shares of Class A common stock, (ii) 55,046,787 shares of Class B common stock, (iii) 2,915,916 unvested restricted shares of Class B common stock beneficially owned by employees party to the ESHA and (iv) 5,431,585 shares of Class B common stock issuable upon the exercise of options beneficially owned by employees party to the ESHA), the Reporting Persons each beneficially own 20.6% of the Companys outstanding common stock. The percentage reported does not reflect the ten for one voting power of the Class B common stock.
Item 7.
Material to be Filed as Exhibits.
Exhibit
|
|
Description
|
|
|
|
99.1
|
|
Joint Filing Agreement, dated as of February 22, 2018
|
5