(11) |
FirstCaribbean International Trust Company (Bahamas) Limited in its capacity as trustee and other reporting
persons, the Jennifer N. Pritzker Family Group, the Karen L. Pritzker Family Group and the Penny Pritzker Family Group are party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13Ds referred to below),
which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of common stock. As a result, the selling stockholders may be deemed to be members of a group within the meaning of
Section 13(d)(3) of the Exchange Act, comprised of the selling stockholders and the Separately Filing Group Members (the Pritzker Family Group). Before this offering, the Pritzker Family Group beneficially owned in the aggregate
340,968 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding as of May 10, 2023, and 56,647,354 shares of Class B common stock, representing approximately 96.2% of the Class B
common stock outstanding as of May 10, 2023. Assuming that all of the shares of Class A common stock registered by the selling stockholders are sold, after the offering, the Pritzker Family Group will beneficially own in the aggregate
340,968 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding as of May 10, 2023, adjusted to reflect the conversion of all shares of Class B common stock sold in the offering into
shares of Class A common stock, 47,444,589 shares of Class B common stock, representing approximately 95.4% of the Class B common stock outstanding as of May 10, 2023, as adjusted, and 47,785,557 shares of common stock,
representing approximately 45.2% of the total common stock outstanding and approximately 85.8% of the total voting power as of May 10, 2023, as adjusted. The information on the Pritzker Family Group is based on, in part, (i) the Schedule
13D for the Non-U.S. Situs Trust, filed on August 26, 2010, as amended (SEC Accession No 0001193125-10-198223); (ii) the
Schedule 13D for the Thomas J. Pritzker Family Trusts and Other Reporting Persons, filed on August 26, 2010, as amended (SEC Accession
No. 0001193125-10-198244); (iii) the Schedule 13D for the Nicholas J. Pritzker Family Trusts and Other Reporting Person, filed on August 26, 2010, as amended
(SEC Accession No. 0001193125-10-198283); (iv) the Schedule 13D for the Jennifer N. Pritzker Family Trusts and Other Reporting Persons, filed on August 26,
2010, as amended (SEC Accession No. 0001193125-10-198421); (v) the Schedule 13D for the Karen L. Pritzker Family Trusts, filed on August 26, 2010, as amended
(SEC Accession No. 0001193125-10-198367); (vi) the Schedule 13D for the Penny Pritzker Family Trusts and Other Reporting Person, filed on August 26, 2010, as
amended (SEC Accession No. 0001193125-10-198261); (vii) the Schedule 13D for the Daniel F. Pritzker Family Trusts and Other Reporting Persons, filed on
August 26, 2010, as amended (SEC Accession No. 0001193125-10-198390); (viii) the Schedule 13D for the Anthony N. Pritzker Family Trusts, filed on
August 26, 2010, as amended (SEC Accession No. 0001193125-10-198366); (ix) the Schedule 13D for the Gigi Pritzker Pucker Family Trusts and Other Reporting
Persons, filed on August 26, 2010, as amended (SEC Accession No. 0001193125-10-198254); and (x) the Schedule 13D for the Jay Robert Pritzker Family
Trusts, filed on August 26, 2010, as amended (SEC Accession No. 0001193125-10-198370). |