Amended Statement of Ownership (sc 13g/a)
14 Februar 2023 - 06:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1)*
Grindr Inc
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
39854F101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d–1(b)
☒ Rule 13d–1(c)
☐ Rule 13d–1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
|
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Capital LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
IA
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Capital II LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
IA
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Capital Holding Corp.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Capital Holding II LLC
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Capital Management, Inc.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Master Fund, Ltd.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Special Funding, LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor Credit Opportunities Master Fund, Ltd.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
|
Sole voting power
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
|
(10) |
|
Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
|
(11) |
|
Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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CUSIP No. 39854F101
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(1) |
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Names of reporting persons
Sculptor SC II LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
|
Sole voting power
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(6) |
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Shared voting power
0
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(7) |
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Sole dispositive power
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(8) |
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Shared dispositive power
0
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(9) |
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Aggregate amount beneficially owned by each reporting
person
0
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(10) |
|
Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
|
Percent of class represented by amount in Row (9)
0.00%
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(12) |
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Type of reporting person (see instructions)
CO
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• |
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Sculptor Capital LP (“Sculptor”), a Delaware limited
partnership, is the principal investment manager to a number of
private funds and discretionary accounts (collectively, the
“Accounts”).
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• |
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Sculptor Capital II LP (“Sculptor-II”), a Delaware limited
partnership that is wholly owned by Sculptor, also serves as the
investment manager to certain of the Accounts. The Common
Stock reported
in this Schedule 13G are held in the Accounts managed by Sculptor
and Sculptor-II.
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• |
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Sculptor Capital Holding Corporation (“SCHC”), a Delaware
corporation, serves as the general partner of Sculptor.
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• |
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Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware limited
liability company that is wholly owned by Sculptor, serves as the
general partner of Sculptor-II.
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• |
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Sculptor Capital Management, Inc. (“SCU”), a Delaware limited
liability company, is a holding company that is the sole
shareholder of SCHC and the ultimate parent company of Sculptor and
Sculptor-II.
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• |
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Sculptor Master Fund, Ltd. (“SCMF”) is a Cayman Islands company.
Sculptor is the investment adviser to SCMF.
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• |
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Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands
exempted limited partnership that is wholly owned by SCMF.
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• |
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Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”) is a
Cayman Islands company. Sculptor is the investment adviser to
SCCO.
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• |
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Sculptor SC II LP (“NJGC”) is a Delaware limited partnership.
Sculptor-II is the
investment adviser to NJGC.
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• |
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The address of the principal business office of Sculptor,
Sculptor-II, SCHC,
SCHC-II, and SCU is 9 West
57 Street, 39 Floor, New York, NY 10019.
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• |
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The address of the principal business office of SCMF and SCCO is
c/o State Street (Cayman) Trust, Limited, 1 Nexus Way—Suite #5203,
PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman,
KY1-1103, Cayman.
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• |
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The address of the principal business office of NRMD is c/o
MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman,
KY1-1102, Cayman
Islands.
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• |
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The address of the principal business office of NJGC is c/o The
Corporation Trust Company 1209 Orange Street, Wilmington DE
19801.
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Item 1(a) Name of issuer:
Grindr Inc, a Delaware corporation (the
“Issuer”)
Item 1(b) Address of issuer’s principal executive
offices:
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
2(a) Name of person filing:
Sculptor Capital LP
2(b) Address or principal business office or, if none,
residence:
9 West 57th
Street, New York, New York 10019
2(c) Citizenship:
Delaware
2(d) Title of class of securities:
Common Stock, par value $0.0001 per share
2(e) CUSIP No.:
39854F101
Item 3. |
If this statement is filed pursuant to
§§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person
filing is a:
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(a) |
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☐ |
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o); |
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(b) |
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☐ |
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c); |
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(c) |
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☐ |
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c); |
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(d) |
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☐ |
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a–8); |
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(e) |
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☐ |
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An investment adviser in accordance with
§240.13d–1(b)(1)(ii)(E); |
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(f) |
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☐ |
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An employee benefit plan or endowment fund in
accordance with §240.13d–1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A parent holding company or control person in
accordance with §240.13d–1(b)(1)(ii)(G); |
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(h) |
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☐ |
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A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i) |
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☐ |
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a–3); |
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(j) |
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☐ |
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A non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J); |
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(k) |
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☐ |
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
If filing as a non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J), please
specify the type of institution:
________________________________ |
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) |
Amount beneficially owned: 0
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(b) |
Percent of class: 0.00%
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SCHEDULE 13G
(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
0
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(ii) |
Shared power to vote or to direct the vote
0
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(iii) |
Sole power to dispose or to direct the disposition of
0
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(iv) |
Shared power to dispose or to direct the disposition
of 0
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Sculptor and Sculptor-II
serve as the principal investment managers to the Accounts and thus
may be deemed beneficial owners of the Common Stock in the Accounts
managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general
partner of Sculptor-II and
is wholly owned by Sculptor. SCHC serves as the sole general
partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control
Sculptor as well as Sculptor-II and, therefore, may be
deemed to be the beneficial owners of the Common Stock reported in
this Schedule 13G. SCU is the sole shareholder of SCHC, and, for
purposes of this Schedule 13G, may be deemed a beneficial owner of
the Common Stock reported herein.
The percentages reported in this Schedule 13G have been calculated
based on 173,524,360 Common Stock, per the Issuer’s Form
8-K filed November 23,
2022.
Item 5. |
Ownership of 5 Percent or Less of a Class. If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check
the following ☐.
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Dissolution of a group requires a response to this item.
Item 6. |
Ownership of More than 5 Percent on Behalf of
Another Person.
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See Item 4.
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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N/A
Item 8. |
Identification and Classification of Members of
the Group.
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See Item 4.
Item 9. |
Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect other
than activities solely in connection with a nomination under
§240.14a-11.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date: February 14, 2023 |
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SCULPTOR CAPITAL LP |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR CAPITAL II LP |
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By: Sculptor Capital Holding II LLC, its General
Partner |
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By: Sculptor Capital LP, its Member |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR CAPITAL HOLDING CORPORATION |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR CAPITAL HOLDING II LLC |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR CAPITAL MANAGEMENT, INC. |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR MASTER FUND, LTD. |
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By: Sculptor Capital LP, its investment
manager |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR SPECIAL FUNDING, LP |
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By: Sculptor Capital LP, its investment
manager |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR CREDIT OPPORTUNITIES MASTER FUND,
LTD. |
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By: Sculptor Capital LP, its Investment
Manager |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
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SCULPTOR SC II LP |
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By: Sculptor Capital II LP, its Investment
Manager |
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By: Sculptor Capital Holding II LLC, its General
Partner |
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By: Sculptor Capital LP, its Member |
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By: Sculptor Capital Holding Corporation, its
General Partner |
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Signature: /s/ Wayne Cohen |
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Name: Wayne Cohen |
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Title: President and Chief Operating Officer |
Grindr (NYSE:GRND)
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Grindr (NYSE:GRND)
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