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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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) | ||
| 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 | |
| Catalyst Investors Partners IV, L.P. 711 FIFTH AVENUE SUITE 600 NEW YORK, NY 10022 |
X | X | ||
| Catalyst Investors QP IV, L.P. 711 FIFTH AVENUE SUITE 600 NEW YORK, NY 10022 |
X | X | ||
| Catalyst Investors IV, L.P. 711 FIFTH AVENUE SUITE 600 NEW YORK, NY 10022 |
X | X | ||
| Catalyst Investors Partners IV, L.L.C. 711 FIFTH AVENUE SUITE 600 NEW YORK, NY 10022 |
X | X | ||
| Catalyst Investors Partners IV, L.P. By: Catalyst Investors Partners IV, L.L.C., its General Partner By: /s/ Brian A. Rich, Manager | 05/31/2022 | |
| **Signature of Reporting Person | Date | |
| Catalyst Investors QP IV, L.P. By: Catalyst Investors Partners IV, L.P., its General Partner By: Catalyst Investors Partners IV, L.L.C., General Partner of the General Partner By: /s/ Brian A. Rich, Manager | 05/31/2022 | |
| **Signature of Reporting Person | Date | |
| Catalyst Investors IV, L.P. By: Catalyst Investors Partners IV, L.P., its General Partner By: Catalyst Investors Partners IV, L.L.C., General Partner of the General Partner By: /s/ Brian A. Rich, Manager | 05/31/2022 | |
| **Signature of Reporting Person | Date | |
| Catalyst Investors Partners IV, L.L.C. By: /s/ Brian A. Rich, Manager | 05/31/2022 | |
| **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) | Represents 30,358 restricted stock units (the "RSUs") granted to Tyler Newton, a partner at Catalyst Investment Partnership IV, L.P. ("Catalyst Investors"), as a director of the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. The RSUs will vest in full on the earlier of (i) May 26, 2023 and (ii) the date of the first annual meeting of the Issuer's stockholders following May 26, 2022, and 30,358 shares of Common Stock will be issued to Catalyst Investors or its nominee. Such grant is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(d). |
| (2) | Catalyst Investors, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Mr. Newton to be appointed to the Issuer's board of directors in August 2017. Pursuant to an agreement between Catalyst Investors and Mr. Newton, Mr. Newton has agreed to pay Catalyst Investors or its nominee all of his director compensation and has instructed the Issuer to pay all such compensation directly to Catalyst Investors or its nominee. Accordingly, Catalyst Investors or its nominee is the direct holder of the RSUs. |
| (3) | Catalyst Investors Partners IV, L.P. ("CIP IV") serves as the general partner of Catalyst Investors IV, L.P. ("CI IV") and Catalyst Investors QP IV, L.P. ("CI QP IV"). Catalyst Investors Partners IV, L.L.C. ("CIP IV LLC") is the general partner of CIP IV. Brian A. Rich, Eugene L. Wolfson and D. Ryan McNally, who are managers of the board of CIP IV LLC, and Mr. Newton may be deemed to have shared voting and dispositive power with respect to the shares held by CI IV and CI QP IV. |
| Remarks: Catalyst Investors and its affiliates designated Tyler Newton to be appointed to the Issuer's board of directors in August 2017. Accordingly, Catalyst Investors and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act. | |